EX-10.1





 Exhibit 10.1 
  

 
  

FORM OF 
 SALE AND
SERVICING AGREEMENT 
 by and among 

[SANTANDER] DRIVE AUTO RECEIVABLES TRUST 20[ ]-[ ], 

as Issuer 
 SANTANDER
DRIVE AUTO RECEIVABLES LLC, 
 as Seller 

SANTANDER CONSUMER USA INC., 

as Servicer 
 and

 [                    ],

 as Indenture Trustee 

Dated as of [        ], 20[    ] 

 
  

 
  












 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	 ARTICLE I    DEFINITIONS AND USAGE
	  	 	1	 
			
	 SECTION 1.1
	 	Definitions	  	 	1	 
	 SECTION 1.2
	 	Other Interpretive Provisions	  	 	1	 
		
	 ARTICLE II    CONVEYANCE OF TRANSFERRED ASSETS
	  	 	2	 
			
	 SECTION 2.1
	 	Conveyance of Transferred Assets	  	 	2	 
	 SECTION 2.2
	 	Custody of Receivable Files	  	 	2	 
	 ARTICLE III
	 	ADMINISTRATION AND SERVICING OF RECEIVABLES AND TRUST PROPERTY	  	 	4	 
	 SECTION 3.1
	 	Duties of Servicer	  	 	4	 
	 SECTION 3.2
	 	Collection of Receivable Payments	  	 	6	 
	 SECTION 3.3
	 	Repossession of Financed Vehicles; Sales of Deficiency Balances	  	 	7	 
	 SECTION 3.4
	 	Maintenance of Security Interests in Financed Vehicles	  	 	7	 
	 SECTION 3.5
	 	Covenants of Servicer	  	 	8	 
	 SECTION 3.6
	 	Purchase of Receivables Upon Breach	  	 	8	 
	 SECTION 3.7
	 	Servicing Fee	  	 	9	 
	 SECTION 3.8
	 	Servicer’s Certificate	  	 	9	 
	 SECTION 3.9
	 	Annual Officer’s Certificate; Notice of Servicer Replacement Event	  	 	9	 
	 SECTION 3.10
	 	Annual Registered Public Accounting Firm Attestation	  	 	9	 
	 SECTION 3.11
	 	Servicer Expenses	  	 	10	 
	 SECTION 3.12
	 	Exchange Act Filings	  	 	10	 
	 SECTION 3.13
	 	Noteholder Communication	  	 	10	 
	 SECTION 3.14
	 	[Back-up Servicing	  	 	11	 
		
	 ARTICLE IV    DISTRIBUTIONS; ACCOUNTS STATEMENTS TO THE
CERTIFICATEHOLDERS AND THE NOTEHOLDERS
	  	 	11	 
	 SECTION 4.1
	 	Establishment of Accounts	  	 	11	 
	 SECTION 4.2
	 	Remittances	  	 	15	 
	 SECTION 4.3
	 	Additional Deposits and Payments	  	 	15	 
	 SECTION 4.4
	 	Distributions	  	 	16	 
	 SECTION 4.5
	 	Net Deposits	  	 	18	 
	 SECTION 4.6
	 	Statements to Noteholders and Certificateholders	  	 	18	 
	 SECTION 4.7
	 	No Duty to Confirm	  	 	20	 
	 SECTION 4.8
	 	[Interest Rate Swap Agreement	  	 	20	 
		
	 ARTICLE V    THE SELLER
	  	 	22	 
			
	 SECTION 5.1
	 	Representations and Warranties of Seller	  	 	22	 
	 SECTION 5.2
	 	Liability of Seller; Indemnities	  	 	24	 
	 SECTION 5.3
	 	Merger or Consolidation of, or Assumption of the Obligations of, Seller    	  	 	25	 


  

					
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 TABLE OF CONTENTS 

(continued) 
  


							
	 	 	 	  	Page	 
	 SECTION 5.4
	 	Limitation on Liability of Seller and Others	  	 	25	 
	 SECTION 5.5
	 	Seller May Own Notes	  	 	25	 
	 SECTION 5.6
	 	Sarbanes-Oxley Act Requirements	  	 	26	 
	 SECTION 5.7
	 	Compliance with Organizational Documents	  	 	26	 
		
	 ARTICLE VI    THE SERVICER
	  	 	26	 
			
	 SECTION 6.1
	 	Representations of Servicer	  	 	26	 
	 SECTION 6.2
	 	Indemnities of Servicer	  	 	27	 
	 SECTION 6.3
	 	Merger or Consolidation of, or Assumption of the Obligations of, Servicer	  	 	28	 
	 SECTION 6.4
	 	Limitation on Liability of Servicer and Others	  	 	29	 
	 SECTION 6.5
	 	Delegation of Duties	  	 	29	 
	 SECTION 6.6
	 	Santander Consumer Not to Resign as Servicer	  	 	29	 
	 SECTION 6.7
	 	Servicer May Own Notes	  	 	30	 
		
	 ARTICLE VII   TERMINATION OF SERVICER
	  	 	30	 
			
	 SECTION 7.1
	 	Termination of Servicer	  	 	30	 
	 SECTION 7.2
	 	Notification to Noteholders	  	 	31	 
		
	 ARTICLE VIII   OPTIONAL PURCHASE
	  	 	31	 
			
	 SECTION 8.1
	 	Optional Purchase of Trust Estate	  	 	31	 
		
	 ARTICLE IX    MISCELLANEOUS PROVISIONS
	  	 	32	 
			
	 SECTION 9.1
	 	Amendment	  	 	32	 
	 SECTION 9.2
	 	Protection of Title	  	 	34	 
	 SECTION 9.3
	 	Other Liens or Interests	  	 	35	 
	 SECTION 9.4
	 	Transfers Intended as Sale; Security Interest	  	 	35	 
	 SECTION 9.5
	 	Information Requests	  	 	36	 
	 SECTION 9.6
	 	Notices, Etc.	  	 	36	 
	 SECTION 9.7
	 	Choice of Law	  	 	36	 
	 SECTION 9.8
	 	Headings	  	 	37	 
	 SECTION 9.9
	 	Counterparts	  	 	37	 
	 SECTION 9.10
	 	Waivers	  	 	37	 
	 SECTION 9.11
	 	Entire Agreement	  	 	37	 
	 SECTION 9.12
	 	Severability of Provisions	  	 	37	 
	 SECTION 9.13
	 	Binding Effect	  	 	37	 
	 SECTION 9.14
	 	Acknowledgment and Agreement	  	 	37	 
	 SECTION 9.15
	 	Cumulative Remedies	  	 	38	 
	 SECTION 9.16
	 	Nonpetition Covenant	  	 	38	 
	 SECTION 9.17
	 	Submission to Jurisdiction; Waiver of Jury Trial	  	 	38	 
	 SECTION 9.18
	 	Limitation of Liability	  	 	39	 
	 SECTION 9.19
	 	Third-Party Beneficiaries	  	 	39	 
	 SECTION 9.20
	 	Regulation AB	  	 	39	 
	 SECTION 9.21
	 	Information to Be Provided by the Indenture Trustee    	  	 	40	 


  

					
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 TABLE OF CONTENTS 

(continued) 
  


							
	 	 	 	  	Page	 
	 SECTION 9.22
	 	Form 8-K Filings	  	 	41	 
	 SECTION 9.23
	 	Relevant Trustee	  	 	41	 
	 SECTION 9.24
	 	Dispute Resolution	  	 	42	 
	 SECTION 9.25
	 	Cooperation with Voting	  	 	45	 
	 SECTION 9.26
	 	EU Risk Retention	  	 	45	 

  

							
	 Schedule I
	 	Notice Addresses	  	 	I-1	 
			
	 Exhibit A
	 	Form of Assignment pursuant to Sale and Servicing Agreement	  	 	A-1	 
	 Exhibit B
	 	Perfection Representations, Warranties and Covenants	  	 	B-1	 
	 Exhibit C
	 	Servicing Criteria to be Addressed in Indenture Trustee’s and Servicer’s Assessment of Compliance	  	 	C-1	 
	 Exhibit D
	 	Form of Indenture Trustee’s Annual Certification	  	 	D-1	 
			
	 Appendix A
	 	Definitions	  			


  

					
	    	  	-iii-	  	Sale and Servicing Agreement (SDART 20[    ]-[  ])














 SALE AND SERVICING AGREEMENT, dated as of
[        ], 20[    ] (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), by and among [SANTANDER] DRIVE AUTO RECEIVABLES
TRUST 20[    ]-[    ], a Delaware statutory trust (the “Issuer”), SANTANDER DRIVE AUTO RECEIVABLES LLC, a Delaware limited liability company, as seller (the “Seller”),
SANTANDER CONSUMER USA INC., an Illinois corporation (“Santander Consumer”), as servicer (in such capacity, the “Servicer”), and
[                ], a [        ], as indenture trustee (the “Indenture Trustee”). 

WHEREAS, the Issuer desires to purchase from the Seller a portfolio of motor vehicle receivables, including motor vehicle retail installment
sales contracts and/or installment loans that are secured by new and used automobiles, light-duty trucks and vans; 
 WHEREAS, the Seller is
willing to sell such portfolio of motor vehicle receivables and related property to the Issuer; and 
 WHEREAS, Santander Consumer is
willing to service such motor vehicle receivables and related property on behalf of the Issuer; 
 NOW, THEREFORE, in consideration of the
premises and the mutual covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 

ARTICLE I 
 DEFINITIONS
AND USAGE 
 SECTION 1.1 Definitions. Except as otherwise specified herein or as the context may otherwise require,
capitalized terms used but not otherwise defined herein are defined in Appendix A hereto, which also contains rules as to usage that are applicable herein. 

SECTION 1.2 Other Interpretive Provisions. For purposes of this Agreement, unless the context otherwise requires:
(a) accounting terms not otherwise defined in this Agreement, and accounting terms partly defined in this Agreement to the extent not defined, shall have the respective meanings given to them under GAAP; provided, that, to the extent
that the definitions in this Agreement and GAAP conflict, the definitions in this Agreement shall control; (b) terms defined in Article 9 of the UCC as in effect in the relevant jurisdiction and not otherwise defined in this Agreement are used
as defined in that Article; (c) the words “hereof,” “herein” and “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement; (d) references
to any Article, Section, Schedule, Appendix or Exhibit are references to Articles, Sections, Schedules, Appendices and Exhibits in or to this Agreement and references to any paragraph, subsection, clause or other subdivision within any Section or
definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (e) the term “including” and all variations thereof means “including without limitation”; (f) except as otherwise
expressly provided herein, references to any law or regulation refer to that law or regulation as amended from time to time and include any successor law or regulation; (g) references to any Person include that Person’s successors and
assigns; and 

  

					
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(h) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof. 

ARTICLE II 
 CONVEYANCE
OF TRANSFERRED ASSETS 
 SECTION 2.1 Conveyance of Transferred Assets. 

In consideration of the Issuer’s sale and delivery to, or upon the order of, the Seller of all of the Notes and the Certificate on the
Closing Date, the Seller does hereby irrevocably sell, transfer, assign and otherwise convey to the Issuer without recourse (subject to the obligations herein) all right, title and interest of the Seller, whether now owned or hereafter acquired, in,
to and under the Transferred Assets, as evidenced by an assignment substantially in the form of Exhibit A delivered on the Closing Date. The sale, transfer, assignment and conveyance made hereunder does not constitute and is not intended to
result in an assumption by the Issuer of any obligation of the Seller or the [applicable] Originator to the Obligors, the Dealers, insurers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder
or any agreement, document or instrument related thereto. 
 SECTION 2.2 Custody of Receivable Files. 

(a) Custody. The Issuer and the Indenture Trustee, not in its individual capacity but solely as Indenture Trustee, upon the execution
and delivery of this Agreement, hereby revocably appoint the Servicer, and the Servicer hereby accepts such appointment, to act as the agent of the Issuer and the Indenture Trustee as custodian of the Receivable Files, which are hereby or will
hereby be constructively delivered to the Indenture Trustee (or its agent or designee), as pledgee of the Issuer pursuant to the Indenture. “Receivable File” means, with respect to each Receivable, the following documents or
instruments (but only to the extent applicable to such Receivable), which may be held in tangible paper form or electronic form: 
  

	 	(i)	 the fully executed original, electronically authenticated original or authoritative copy of the Contract (in
each case within the meaning of the UCC) related to such Receivable, including any written amendments or extensions thereto; 


  

	 	(ii)	 the original Certificate of Title or, if not yet received, evidence that an application therefor has been
submitted with the appropriate authority, a guaranty of title from a Dealer or such other document (electronic or otherwise, as used in the applicable jurisdiction) that the Servicer keeps on file, in accordance with its Customary Servicing
Practices, evidencing the security interest of the [applicable] Originator in the Financed Vehicle; provided, however, that in lieu of being held in the Receivable File, the Certificate of Title may be held by a third party service
provider engaged by the Servicer to obtain and/or hold Certificates of Title; and 



  

					
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	 	(iii)	 any and all other documents that the Servicer or the Seller keeps on file, in accordance with its Customary
Servicing Practices, relating to a Receivable, an Obligor or a Financed Vehicle. 


 (b) Safekeeping. The Servicer,
in its capacity as custodian, shall hold the Receivable Files for the benefit of the Issuer and the Indenture Trustee, as pledgee of the Issuer. In performing its duties as custodian, the Servicer shall act in accordance with its Customary Servicing
Practices. The Servicer will promptly report to the Issuer and the Indenture Trustee any failure on its part to hold a material portion of the Receivable Files or to maintain its accounts, records, and computer systems as herein provided and shall
promptly take appropriate action to remedy any such failure. Nothing herein will be deemed to require an initial review or any periodic review by the Issuer or the Indenture Trustee of the Receivable Files. The Servicer may, in accordance with its
Customary Servicing Practices: (i) maintain all or a portion of the Receivable Files in electronic form and (ii) maintain custody of all or any portion of the Receivable Files with one or more of its agents or designees. 

(c) Maintenance of and Access to Records. The Servicer will maintain each Receivable File in the United States (it being understood that
the Receivable Files, or any part thereof, may be maintained at the offices of any Person to whom the Servicer has delegated responsibilities in accordance with Section 6.5). The Servicer will make available to the Issuer
and the Indenture Trustee or their duly authorized representatives, attorneys or auditors a list of locations of the Receivable Files upon request. The Servicer will provide access to the Receivable Files, and the related accounts records, and
computer systems maintained by the Servicer at such times as the Issuer or the Indenture Trustee direct, but only upon reasonable notice and during the normal business hours at the respective offices of the Servicer. 

(d) Release of Documents. Upon written instructions from the Indenture Trustee, the Servicer will release or cause to be released any
document in the Receivable Files to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee, as the case may be, at such place or places as the Indenture Trustee may designate, as soon thereafter as is
practicable. Any document so released will be handled by the Indenture Trustee with reasonable care and returned to the Servicer for safekeeping as soon as the Indenture Trustee or its agent or designee, as the case may be, has no further need
therefor. 
 (e) Instructions; Authority to Act. All instructions from the Indenture Trustee will be in writing and signed by an
Authorized Officer of the Indenture Trustee, and the Servicer will be deemed to have received proper instructions with respect to the Receivable Files upon its receipt of such written instructions. 

(f) Custodian’s Indemnification. Subject to Section 6.2, the Servicer as custodian will indemnify the
Issuer, the Owner Trustee and the Indenture Trustee for any and all liabilities, obligations, losses, compensatory damages, payments, costs, or expenses (including reasonable attorneys’ fees and expenses and court costs and any losses incurred
in connection with a successful defense, in whole or part, of any claim that the Owner Trustee or the Indenture Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party) of any kind
whatsoever that may be imposed on, incurred by or asserted against the Issuer, the Owner Trustee or the Indenture Trustee as the result of any improper act or 

  

					
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omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files or the enforcement of the Issuer’s, the Owner Trustee’s or Indenture
Trustee’s rights (including indemnification rights) under the Transaction Documents; provided, however, that the Servicer as custodian will not be liable (i) to the Indenture Trustee, the Owner Trustee or the Issuer for any
portion of any such amount resulting from the willful misconduct, bad faith or negligence of the Indenture Trustee, the Owner Trustee or the Issuer, respectively, or (ii) to the Indenture Trustee for any portion of any such amount resulting
from the failure of the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee to handle with reasonable care any Certificate of Title or other document released to the Indenture Trustee, the Indenture
Trustee’s agent or the Indenture Trustee’s designee pursuant to Section 2.2(d). The provisions of this Section 2.2(f) shall survive the termination or assignment of this Agreement and the
resignation or removal of the Indenture Trustee or Servicer, in its capacity as custodian. The Servicer shall not be responsible for any loss occasioned by the failure of the Indenture Trustee or its agent or designee to return any documents or any
delay doing so. 
 (g) Effective Period and Termination. The Servicer’s appointment as custodian will become effective as of the Cut-Off Date and will continue in full force and effect until terminated pursuant to this Section. If Santander Consumer resigns as Servicer in accordance with the provisions of this Agreement or if all of the
rights and obligations of the Servicer have been terminated under Section 7.1, the appointment of the Servicer as custodian hereunder may be terminated by the Indenture Trustee, or by the Noteholders of Notes evidencing not
less than a majority of the Note Balance of the Controlling Class (or, if the Notes are no longer Outstanding, by the Majority Certificateholders), in the same manner as the Indenture Trustee or such Noteholders (or Certificateholders) may terminate
the rights and obligations of the Servicer under Section 7.1. As soon as practicable after any termination of such appointment, the Servicer will deliver to the Indenture Trustee (or, at the direction of the Indenture
Trustee, to its agent) the Receivable Files and the related accounts and records maintained by the Servicer at such place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to
authoritative copies of the Receivables constituting electronic chattel paper, the Servicer, in its sole discretion, shall either (i) continue to hold any such authoritative copies on behalf of the Issuer and the Indenture Trustee or the
Indenture Trustee’s agent (provided that the Servicer has not been terminated in accordance with the provisions of this Section 2.2(g)) or (ii) deliver copies of such authoritative copies and destroy the
authoritative copies maintained by the Servicer prior to its termination such that the copy delivered to the Indenture Trustee or the Indenture Trustee’s agent becomes the authoritative copy of the Receivable constituting electronic chattel
paper. 
 (h) Liability of Indenture Trustee. The Indenture Trustee shall not be liable for the acts or omissions of the Servicer, in
its capacity as custodian of the Receivable Files. 

  

					
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 ARTICLE III 

ADMINISTRATION AND SERVICING OF 

RECEIVABLES AND TRUST PROPERTY 

SECTION 3.1 Duties of Servicer. 

(a) The Servicer is hereby appointed by the Issuer and authorized to act as agent for the Issuer and in such capacity shall manage, service,
administer and make collections on the Receivables in accordance with its Customary Servicing Practices, using the degree of skill and attention that the Servicer exercises with respect to all comparable motor vehicle receivables that it services
for itself or others. The Servicer’s duties will include collection and posting of all payments, responding to inquiries of Obligors on such Receivables, pursuing delinquencies, providing invoices or other payment information (which may be in
electronic in form) to Obligors, reporting any required tax information to Obligors, accounting for Collections and furnishing monthly and annual statements to the Indenture Trustee with respect to distributions and performing the other duties
specified herein. The Servicer is not required under the Transaction Documents to make any disbursements via wire transfer or otherwise on behalf of an Obligor. There are no requirements under the Receivables or the Transaction Documents for funds
to be, and funds shall not be, held in trust for an Obligor. There are no requirements under the Receivables or the Transaction Documents for payments or disbursements to be made by the Servicer on behalf of the Obligor. The Servicer hereby accepts
such appointment and authorization and agrees to perform the duties of Servicer with respect to the Receivables set forth herein. 
 (b) The
Servicer will follow its Customary Servicing Practices and will have full power and authority to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without
limiting the generality of the foregoing, the Servicer is hereby authorized and empowered to execute and deliver, on behalf of itself, the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders, the Certificateholders, or any of them, any
and all instruments of satisfaction or cancellation, or partial or full release or discharge, and all other comparable instruments, with respect to the Receivables or to the Financed Vehicles securing such Receivables. The Servicer is hereby
authorized to commence, in its own name or in the name of the Issuer, a Proceeding to enforce a Receivable or an Insurance Policy or to commence or participate in any other Proceeding (including a bankruptcy Proceeding) relating to or involving a
Receivable, an Obligor, a Financed Vehicle or an Insurance Policy. If the Servicer commences a Proceeding to enforce a Receivable or an Insurance Policy, the Issuer will thereupon be deemed to have automatically assigned such Receivable or its
rights under such Insurance Policy to the Servicer solely for purposes of commencing or participating in any such Proceeding as a party or claimant, and the Servicer is authorized and empowered by the Issuer to execute and deliver in the
Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such Proceeding. If in any enforcement suit or Proceeding it is held that the Servicer may not enforce a
Receivable or Insurance Policy on the ground that it is not a real party in interest or a holder entitled to enforce the Receivable or Insurance Policy, the Issuer will, at the Servicer’s expense and direction, take steps to enforce the
Receivable or Insurance Policy, including bringing suit in its name or the name of the Indenture Trustee. The Issuer will furnish the Servicer with any powers of attorney and other documents reasonably necessary or appropriate to enable the Servicer
to carry out its servicing and administrative duties hereunder. The Servicer, at its expense, will obtain on behalf of the Issuer all licenses, if any, required by the laws of any jurisdiction to be held by the Issuer in connection with ownership of
the Receivables, and will make all filings and pay all fees as may be required in connection therewith during the term hereof. 

  

					
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 (c) The Servicer hereby agrees that upon its resignation and the appointment of a successor
Servicer hereunder, the Servicer will terminate its activities as Servicer hereunder in accordance with Section 7.1, and, in any case, in a manner which the Indenture Trustee reasonably determines will facilitate the
transition of the performance of such activities to such successor Servicer, and the Servicer shall cooperate with and assist such successor Servicer. 

(d) The Servicer shall not be required to monitor whether Obligors maintain an Insurance Policy on the Financed Vehicles. 

SECTION 3.2 Collection of Receivable Payments. 

(a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when
the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments, modifications, temporary reductions in payments or adjustments with respect to
any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior
to the Class [D][E] Final Scheduled Payment Date or (ii) reduces the Contract Rate or Principal Balance with respect to any Receivable other than (A) as required by applicable law or court order, (B) in connection with a modification,
adjustment or settlement in the event the Receivable becomes a Severely Distressed Receivable, (C) in connection with a Cram Down Loss relating to such Receivable, (D) in connection with the application by the Servicer of payments received
from a Dealer and applied to reduce the Principal Balance of such Receivable, (E) at the direction of a regulatory authority or in accordance with regulatory guidance or (F) if the related Obligor is an SCRA Obligor, it will promptly
purchase such Receivable in the manner provided in, and subject to the conditions set forth in, Section 3.6. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of
servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related
documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance
with the related documentation for such Receivables. 
 (b) Subject to the proviso of the second sentence of
Section 3.2(a), the Servicer and its Affiliates may engage in any marketing practice or promotion or any sale of any products, goods or services to Obligors with respect to the Receivables so long as such practices,
promotions or sales are offered to obligors of comparable motor vehicle receivables serviced by the Servicer for itself and others, whether or not such practices, promotions or sales might result in a decrease in the aggregate amount of payments on
the Receivables, prepayments or faster or slower timing of the payment of the Receivables. 
 (c) Notwithstanding anything in this Agreement
to the contrary, the Servicer may refinance any Receivable and deposit the full outstanding Principal Balance of such Receivable into the Collection Account. The receivable created by such refinancing shall not be property of


  

					
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the Issuer. The Servicer and its Affiliates may also sell insurance or debt cancellation products, including products which result in the cancellation of some or all of the amount of a Receivable
upon the death or disability of the Obligor or any casualty with respect to the Financed Vehicle. 
 (d) Records documenting collection
efforts shall be maintained during the period a Receivable is delinquent in accordance with the Servicer’s Customary Servicing Practices. Such records shall be maintained on at least a periodic basis that is not less frequent than as prescribed
by the Servicer’s Customary Servicing Practices, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed
temporary (e.g., illness or unemployment) in accordance with the Servicer’s Customary Servicing Practices. 
 (e) The Servicer shall not
be required to maintain a fidelity bond or errors and omissions policy. 
 SECTION 3.3 Repossession of Financed Vehicles; Sales of
Deficiency Balances. On behalf of the Issuer, the Servicer will use commercially reasonable efforts, consistent with its Customary Servicing Practices, to repossess or otherwise convert the ownership of and liquidate the Financed Vehicle
securing any Receivable as to which the Servicer has determined eventual payment in full is unlikely; provided, however, that the Servicer may elect not to repossess a Financed Vehicle if in its sole discretion it determines that repossession will
not increase the aggregate Liquidation Proceeds by an amount greater than the expense of such repossession or that the proceeds ultimately recoverable with respect to such Receivable would be increased by forbearance or that repossessing such
Financed Vehicle would otherwise not be consistent with the Servicer’s Customary Servicing Practices. The Servicer is authorized as it deems necessary or advisable, consistent with its Customary Servicing Practices, to make reasonable efforts
to realize upon any recourse to any Dealer and to sell the related Financed Vehicle at public or private sale. The foregoing will be subject to the provision that, in any case in which the Financed Vehicle has suffered damage, the Servicer shall not
be required to expend funds in connection with the repair or the repossession of such Financed Vehicle. In addition, the Servicer, in its sole discretion, may in accordance with its Customary Servicing Practices sell any Receivable’s Deficiency
Balance. To facilitate any such sale the Servicer may, in accordance with its Customary Servicing Practices, purchase from the Issuer such Receivable’s Deficiency Balance for a purchase price equal to the proceeds received by the Servicer in an
arm’s-length transaction for the sale of such Receivable’s Deficiency Balance. Net proceeds of any such sale allocable to the Receivable will constitute Liquidation Proceeds, and the sole right of
the Issuer and the Indenture Trustee with respect to any such sold Receivables will be to receive such Liquidation Proceeds. Upon such sale, the Servicer will mark its computer records indicating that any such receivable sold is no longer a
Receivable. The Servicer is authorized to take any and all actions necessary or appropriate on behalf of the Issuer to evidence the sale of the Financed Vehicle at a public or private sale or the sale of the Receivable to the Servicer to facilitate
a Deficiency Balance sale pursuant to the provisions of this paragraph, in each case, free from any Lien or other interest of the Issuer or the Indenture Trustee. 

SECTION 3.4 Maintenance of Security Interests in Financed Vehicles. The Servicer will, in accordance with its Customary
Servicing Practices, take such steps as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed 

  

					
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Vehicle. The provisions set forth in this Section are the sole requirements under the Transaction Documents with respect to the maintenance of collateral or security on the Receivables. It is
understood that the Financed Vehicles are the collateral and security for the Receivables, but that the Certificate of Title with respect to a Financed Vehicle does not constitute collateral for that Receivable and merely evidences such security
interest. The Issuer hereby authorizes the Servicer to take such steps as are necessary to re-perfect such security interest created by the Receivable in the event of the relocation of a Financed Vehicle or
for any other reason. 
 SECTION 3.5 Covenants of Servicer. Unless required by law or court order, at the direction of a
regulatory authority or in accordance with regulatory guidance, the Servicer will not release the Financed Vehicle securing any Receivable from the security interest granted by such Receivable in whole or in part except (i) in the event of
payment in full by or on behalf of the Obligor thereunder or payment in full less a deficiency which the Servicer would not attempt to collect in accordance with its Customary Servicing Practices, (ii) in connection with repossession or
(iii) as may be required by an insurer in order to receive proceeds from any Insurance Policy covering such Financed Vehicle. 

SECTION 3.6 Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set
forth in Section 3.2, 3.3, 3.4 or 3.5 with respect to any Receivable which materially and adversely affects the interests of the Issuer or the Noteholders in any Receivable, the party discovering or
receiving written notice of such breach shall give prompt written notice thereof to the other parties hereto; provided, (i) that the delivery of a Servicer’s Certificate which identifies that Receivables are being or have been
repurchased shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach and (ii) the Servicer or the Indenture Trustee shall be deemed to have knowledge of such breach only if a Responsible Officer has actual
knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 3.6.
If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then the Servicer shall either (a) correct or cure such breach or (b) purchase such Receivable from the Issuer, in either
case on or before the Business Day before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier date) after the date the
Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain timely payment in
full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the related Repurchase Price. In consideration for such purchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the
Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time, on such date of purchase (or, if the Servicer elects, an earlier date). Upon payment of such Repurchase Price by the Servicer, the Indenture
Trustee, on behalf of the Noteholders, and the Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by the Servicer to
evidence such release, transfer or assignment or more effectively vest in the Servicer or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable and related Transferred Assets purchased pursuant to this
Section 3.6. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as 

  

					
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described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. 

SECTION 3.7 Servicing Fee. On each Payment Date, the Indenture Trustee on behalf of the Issuer shall pay to the Servicer the
Servicing Fee in accordance with Section 4.4 for the immediately preceding Collection Period as compensation for its services. In addition, the Servicer will be entitled to retain all Supplemental Servicing Fees. The
Servicer also will be entitled to receive investment earnings (net of investment losses and expenses) on funds on deposit in the Collection Account and the Reserve Account during each Collection Period. 

SECTION 3.8 Servicer’s Certificate. On or before the Determination Date preceding each Payment Date, the
Servicer shall deliver to the Indenture Trustee, the Owner Trustee and each Paying Agent, with a copy to each of the Rating Agencies, a Servicer’s Certificate executed by an Authorized Officer of the Servicer containing all information
necessary to make the payments, transfers and distributions pursuant to Sections 4.3 and 4.4 on such Payment Date, together with the written statements to be furnished by the Indenture Trustee to the Noteholders pursuant to
Section 4.6 hereof and Section 6.6 of the Indenture. At the sole option of the Servicer, each Servicer’s Certificate may be delivered in electronic format or hard copy format. No disbursements
shall be made directly by the Servicer to a Noteholder or a Certificateholder, and the Servicer shall not be required to maintain any investor record relating to the posting of disbursements or otherwise. 

SECTION 3.9 Annual Officer’s Certificate; Notice of Servicer Replacement Event. 

(a) The Servicer will deliver to the Issuer, with a copy to the Indenture Trustee, on or before March 30th of each year, beginning on March 30, 20[    ], an Officer’s Certificate, dated as of December 31 of the immediately preceding year, providing such information as
is required under Item 1123 of Regulation AB. 
 (b) The Servicer will deliver to the Issuer, with a copy to the Indenture Trustee within
five (5) Business Days after having obtained knowledge thereof written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Replacement Event. Except to the
extent set forth in this Section 3.9(b), Section 7.2 and Section 9.22 of this Agreement and Section 3.12 and
Section 6.5 of the Indenture, the Transaction Documents do not require any policies or procedures to monitor any performance or other triggers and events of default. 

(c) The Servicer will deliver to the Issuer, on or before March 30th of each year,
beginning on March 30, 20[    ], a report regarding the Servicer’s assessment of compliance with the Servicing Criteria specified in Exhibit C as applicable to the Servicer during the immediately preceding
calendar year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under paragraph (b) of Rule 13a-18, or Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB, or such other criteria as mutually agreed upon by the Seller and the Servicer. 

  

					
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 SECTION 3.10 Annual Registered Public Accounting Firm Attestation. 

(a) On or before March 30th of each year, beginning March 30,
20[    ], the Servicer shall cause a registered public accounting firm, which may also render other services to the Servicer or to its Affiliates, to furnish to the Issuer, with a copy to the Indenture Trustee, each attestation
report on assessments of compliance with the Servicing Criteria with respect to the Servicer or any Affiliate thereof during the related fiscal year delivered by such accountants pursuant to paragraph (c) of Rule
13a-18 or Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB. The certification required by this paragraph may be replaced by any similar certification using
other procedures or attestation standards which are now or in the future in use by servicers of comparable assets, or which otherwise comply with any rule, regulation, “no action” letter or similar guidance promulgated by the Commission.

 (b) The Servicer, however, shall not be obligated to deliver any report described above to any Person who does not comply with or agree to
the required procedures of such firm of independent certified public accountants, including but not limited to execution of engagement letters or access letters regarding such reports. 

(c) The Indenture Trustee shall not be liable for any claims, liabilities or expenses relating to such accountants’ engagement or any
report issued in connection with such engagement, and the dissemination of any such report other than pursuant to the Transaction Documents or applicable law is subject to the written consent of the accountants. 

SECTION 3.11 Servicer Expenses. The Servicer will be required to pay all expenses (other than Liquidation Expenses) incurred by
it in connection with its activities hereunder, including fees and disbursements of independent accountants, taxes imposed on the Servicer and expenses incurred in connection with distributions and reports to the Noteholders and the
Certificateholders. The Servicer will be entitled to retain an amount equal to the amount of Liquidation Expenses incurred during a Collection Period from Liquidation Proceeds received during such Collection Period. The Servicer shall pay
(i) fees, expenses, indemnities and disbursements of (x) the Indenture Trustee to the extent required under Section 6.7 of the Indenture, (y) the Owner Trustee to the extent required under Sections 8.1
and 8.2 of the Trust Agreement and (z) the Administrator and (ii) organizational expenses of the Issuer. 
 SECTION 3.12
Exchange Act Filings. The Issuer hereby authorizes the Servicer and the Seller, or either of them, to prepare, sign, certify and file any and all reports, statements and information respecting the Issuer and/or the Notes required to be
filed pursuant to the Exchange Act and the rules thereunder. 
 SECTION 3.13 Noteholder Communication. A Noteholder (if the
Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may send a request to the Seller at any time notifying the Seller that such Noteholder or Note Owner, as applicable, would like to
communicate with other Noteholders or Note Owners, as applicable, with respect to an exercise of their rights under the terms of the Transaction Documents. If the requesting party is not a Noteholder as reflected on the Note Register, the Seller may
require that the requesting party provide Verification Documents. Each request must include (i) the name of the requesting Noteholder or Note Owner, as applicable and (ii) a description of the method by which other Noteholders or Note
Owners, as applicable, may contact the requesting Noteholder or Note Owner. A Noteholder or Note Owner, as applicable, 

  

					
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that delivers a request under this Section 3.13 will be deemed to have certified to the Issuer and Santander Consumer that its request to communicate with other
Noteholders or Note Owners, as applicable, relates solely to a possible exercise of rights under the Indenture or the other Transaction Documents, and will not be used for other purposes. In each monthly distribution report on Form 10-D under the Exchange Act with respect to the Issuer, the Seller shall include disclosure regarding any request that complies with the requirements of this Section 3.13 received during
the related Collection Period from a Noteholder or Note Owner to communicate with other Noteholders or Note Owners, as applicable, related to the Noteholders or Note Owners exercising their rights under the terms of the Transaction Documents. The
disclosure in such Form 10-D regarding the request to communicate shall include (w) the name of the investor making the request, (x) the date the request was received, (y) a statement to the
effect that the Seller has received a request from such Noteholder or Note Owner, as applicable, stating that such Noteholder or Note Owner, as applicable, is interested in communicating with other Noteholders or Note Owners, as applicable, with
regard to the possible exercise of rights under the Transaction Documents, and (z) a description of the method other Noteholders or Note Owners, as applicable, may use to contact the requesting Noteholder or Note Owner. The Seller and the
Servicer will be responsible for any expenses incurred in connection with the filing of such disclosure and the reimbursement of any costs incurred by the Indenture Trustee in connection with the preparation thereof. 

SECTION 3.14 [Back-up Servicing. In the event that Santander Consumer is the
Servicer, and (i) the long-term unsecured debt rating by Moody’s of Banco Santander, S.A. falls below “Baa3” (a “Ratings Trigger Event”) or (ii) Banco Santander, S.A. ceases to directly or
indirectly own at least 50% of the common stock of Santander Consumer (an “Ownership Trigger Event”), Santander Consumer shall have in place a back-up servicing arrangement
consistent with Moody’s published ratings criteria at the time of the Ratings Trigger Event or Ownership Trigger Event, as applicable, within 90 days of such Ratings Trigger Event or Ownership Trigger Event, respectively, unless
it shall be acceptable to Moody’s at such time, or otherwise satisfy the Rating Agency Condition with respect to Moody’s, for Santander Consumer not to have in place a back-up servicing arrangement
or to deviate from such published criteria.] 
 ARTICLE IV 

DISTRIBUTIONS; ACCOUNTS 

STATEMENTS TO THE CERTIFICATEHOLDERS 

AND THE NOTEHOLDERS 

SECTION 4.1 Establishment of Accounts. 

(a) The Servicer shall cause to be established on or prior to the Closing Date: 

 

	 	(i)	 (x) Prior to the payment in full of the principal of and interest on the Notes, for the benefit of the
Noteholders [and the Swap Counterparty,] in the name of the Indenture Trustee, an Eligible Account, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders [and the Swap Counterparty],
which 



  

					
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Eligible Account shall be established by and maintained with the Indenture Trustee or its designee and (y) following payment in full of the principal of and interest on the Notes, for the
benefit of the Certificateholders, in the name of the Issuer, an Eligible Account, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders, which Eligible Account shall be
established by and maintained with the Certificate Paying Agent, as Relevant Trustee, or its designee (the “Collection Account”). No checks shall be issued, printed or honored with respect to the Collection Account.


  

	 	(ii)	 For the benefit of the Noteholders [and the Swap Counterparty], in the name of the Indenture Trustee, an
Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders [and the Swap Counterparty], which Eligible Account shall be
established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Reserve Account. 


  

	 	(iii)	 Upon the issuance of any Definitive Certificate in accordance with the terms of the Trust Agreement, for the
benefit of the Certificateholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the
funds deposited therein are held for the benefit of the Certificateholders, which Eligible Account shall be established by and maintained with the Certificate Paying Agent or its designee. No checks shall be issued, printed or honored with respect
to the Certificate Distribution Account. Funds on deposit in the Certificate Distribution Account shall be held uninvested. 



(b) Funds on deposit in the Collection Account [,] [and] the Reserve Account [and the Swap Termination Payment Account (to the extent such
account is established under Section 4.8(b))] (collectively, the “Trust Accounts”), if any, shall be invested by the Relevant Trustee in Eligible Investments selected in writing by the Servicer and of which the Servicer
provides notification (pursuant to standing instructions or otherwise); provided that it is understood and agreed that neither the Servicer, the Relevant Trustee (subject to Section 6.1(c) of the Indenture) nor the Issuer shall be liable
for any loss arising from such investment in Eligible Investments. All such Eligible Investments shall be held by or on behalf of the Relevant Trustee as secured party for the benefit of the Noteholders [and the Swap Counterparty;] (or if there are
no Noteholders, for the Certificateholders); provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be distributed to the Servicer
and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all investments of funds on deposit in the Trust Accounts shall mature so that
such funds will be available on the Business Day immediately preceding the immediately following Payment Date. No Eligible Investment shall be sold or otherwise disposed of prior to its scheduled maturity unless a default occurs with respect to such
Eligible Investment and the Servicer directs the Relevant Trustee in writing to dispose of such Eligible Investment. The Servicer acknowledges 

  

					
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that upon its written request and at no additional cost, it has the right to receive notification after the completion of each purchase and sale of permitted investments or the Relevant
Trustee’s receipt of a broker’s confirmation. The Servicer agrees that such notifications shall not be provided by the Relevant Trustee hereunder, and the Relevant Trustee shall make available, upon request and in lieu of notifications,
periodic account statements that reflect such investment activity. 
 (c) The Relevant Trustee shall possess all right, title and interest in
all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof and all such funds, investments and proceeds shall be part of the Trust Estate. Except as otherwise provided herein, the Trust Accounts shall be under the sole
dominion and control of the Relevant Trustee for the benefit of the Noteholders [and the Swap Counterparty] (or if there are no Noteholders, for the Certificateholders). If, at any time, any Trust Account ceases to be an Eligible Account, the
Servicer shall promptly notify the Relevant Trustee (unless such Trust Account is an account with the Relevant Trustee) in writing and within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect to such
longer period) after becoming aware of the fact, establish a new Trust Account as an Eligible Account and shall direct the Relevant Trustee in writing to transfer any cash and/or any investments to such new Trust Account. 

(d) With respect to the Trust Account Property, the parties hereto agree that: 

 

	 	(i)	 any Trust Account Property that consists of uninvested funds shall be held solely in Eligible Accounts and,
except as otherwise provided herein, each such Eligible Account shall be subject to the exclusive custody and control of the Relevant Trustee, and, except as otherwise provided in the Transaction Documents, the Relevant Trustee or its designee shall
have sole signature authority with respect thereto; 


  

	 	(ii)	 any Trust Account Property that constitutes Physical Property shall be delivered to the Relevant Trustee or its
designee, in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Relevant Trustee or any such designee; 



 

	 	(iii)	 any Trust Account Property that is an “uncertificated security” under Article 8 of the UCC and that
is not governed by clause (iv) below shall be delivered to the Relevant Trustee or its designee in accordance with paragraph (c) of the definition of “Delivery” and shall be maintained by the Relevant Trustee or
such designee, pending maturity or disposition, through continued registration of the Relevant Trustee’s (or its designee’s) ownership of such security on the books of the issuer thereof; 



 

	 	(iv)	 any Trust Account Property that is an uncertificated security that is a “book-entry security” (as
such term is defined in Federal Reserve Bank Operating Circular No. 7) held in a securities account at a Federal Reserve Bank and eligible for transfer through the Fedwire® Securities
Service operated by the Federal Reserve System pursuant to Federal book-entry 



  

					
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regulations shall be delivered in accordance with paragraph (b) of the definition of “Delivery” and shall be maintained by the Indenture Trustee or its designee or a securities
intermediary (as such term is defined in Section 8-102(a)(14) of the UCC) acting solely for the Indenture Trustee or such designee, pending maturity or disposition, through continued book-entry
registration of such Trust Account Property as described in such paragraph; and 

  

	 	(v)	 to the extent any Trust Account Property is credited to a securities account, the account agreement
establishing such securities account shall provide that the account agreement is governed solely by the law of the State of New York and that the law of the State of New York shall govern all issues specified in Article 2(1) of the Hague Securities
Convention; and such institution acting as securities intermediary shall have at the time of entry of the account agreement and shall continue to have at all relevant times one or more offices (within the meaning of the Hague Securities Convention)
in the United States of America which satisfies the criteria provided in Article 4(1)(a) or (b) of the Hague Securities Convention; the jurisdiction of such institution acting as securities intermediary with respect to such securities account
shall be the State of New York; and (if the Indenture Trustee is not the securities intermediary with respect to such securities account) the Indenture Trustee, the Issuer and such securities intermediary shall agree in writing that such securities
intermediary will comply with entitlement orders originated by the Indenture Trustee with respect to such securities account without further consent of the Issuer. 



(e) The Indenture Trustee, to the extent it is acting in the capacity of securities intermediary with respect to Trust Account Property,
represents, warrants and covenants that: 
  

	 	(i)	 it is a “securities intermediary,” as such term is defined in
Section 8-102(a)(14)(ii) of the relevant UCC, that in the ordinary course of its business maintains “securities accounts” for others, as such term is used in
Section 8-501 of the relevant UCC, and an “intermediary” as defined in the Hague Securities Convention; 



 

	 	(ii)	 pursuant to Section 8-110(e)(1) of the relevant UCC for purposes
of the relevant UCC, the jurisdiction of the Indenture Trustee as securities intermediary is the State of New York. Further, the law of the State of New York shall govern all issues specified in Article 2(1) of the Hague Securities Convention; and



  

	 	(iii)	 the Indenture Trustee has and shall continue to have at all relevant times one or more offices (within the
meaning of the Hague Securities Convention) in the United States of America engaged in a business or other regular activity of maintaining securities account. 



  

					
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 (f) To the extent that there are any other agreements with the Indenture Trustee governing
the Trust Accounts, the parties agree that each and every such agreement is hereby amended to provide that, with respect to the Trust Accounts, the law applicable to all issues specified in Article 2(1) of the Hague Securities Convention shall be
the laws of the State of New York. 
 (g) Except for the Collection Account, the Reserve Account and the Certificate Distribution Account,
there are no accounts required to be maintained under the Transaction Documents. 
 SECTION 4.2 Remittances. The Servicer
shall deposit an amount equal to all Collections into the Collection Account within two Business Days after identification; provided, however, that if the Monthly Remittance Condition is satisfied, then the Servicer shall not be
required to deposit into the Collection Account an amount equal to the Collections received during any Collection Period until noon, New York City time, on the Business Day prior to the related Payment Date. The “Monthly Remittance
Condition” shall be deemed to be satisfied if (i) Santander Consumer or one of its Affiliates is the Servicer, (ii) no Event of Default or Servicer Replacement Event has occurred and is continuing and (iii) the
Servicer’s short-term unsecured debt rating of at least “[                ]” from
[                ] and “[                ]” from
[                ] and (iv) Santander Consumer is a direct or indirect subsidiary of Banco Santander S.A. Notwithstanding the foregoing, the Servicer may remit
Collections to the Collection Account on any other alternate remittance schedule (but not later than the Business Day prior to the related Payment Date) if the Rating Agency Condition is satisfied with respect to such alternate remittance schedule.
Pending deposit into the Collection Account, Collections may be commingled and used by the Servicer at its own risk and are not required to be segregated from its own funds. The Servicer may deduct from Collections all Unrelated Amounts to the
extent such Unrelated Amounts have not been previously reimbursed to the Servicer. 
 SECTION 4.3 Additional Deposits and
Payments. 
 (a) On the date specified in Section 3.6 hereof or Section 3.4 of the
Purchase Agreement, as applicable, the Servicer and Santander Consumer, as applicable, will deposit into the Collection Account the aggregate Repurchase Price with respect to Repurchased Receivables purchased or repurchased by the Servicer or
Santander Consumer, respectively, on such date, and on the Payment Date specified in Section 8.1, the Servicer will deposit into the Collection Account all amounts, if any, to be paid under
Section 8.1. All such deposits with respect to any such date which is a Payment Date will be made, in immediately available funds by noon, New York City time, on the Business Day immediately preceding such Payment Date
related to such Collection Period. 
 (b) The Indenture Trustee will, on or before the Payment Date relating to each Collection Period,
withdraw from the Reserve Account the Reserve Account Draw Amount and deposit such amounts in the Collection Account in accordance with the Servicer’s Certificate. 

(c) The Indenture Trustee will, on each Payment Date, withdraw from the Reserve Account (i) all investment earnings (net of investment
losses and expenses on funds on deposit in the Reserve Account during the related Collection Period) and distribute such investment 

  

					
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earnings to the Servicer and (ii) the Reserve Account Excess Amount, if any, for such Payment Date and deposit such amount in the Collection Account. 

(d) On the Closing Date the Seller will cause the amount available in the Reserve Account to equal the Initial Reserve Account Deposit Amount
through a cash deposit from proceeds of the sale of the Notes. 
 (e) On or prior to the [third] Business Day preceding each Determination
Date, the Relevant Trustee shall send a written notice, or make such information available electronically, to the Servicer stating the amount of investment income earned, if any, during the related Collection Period on each Trust Account maintained
at the Relevant Trustee. 
 (f) [The Indenture Trustee will promptly, on the day of receipt, deposit into the Collection Account all Net Swap
Receipts received by it under the Interest Rate Swap Agreement in immediately available funds.] 
 SECTION 4.4 Distributions.

 (a) Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment Date, the
Relevant Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the
extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: 
  

	 	(1)	 first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, reasonable expenses
and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid fees with respect to prior periods),
reasonable expenses and indemnification amounts to the extent not previously paid by Santander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the
Asset Representations Reviewer pursuant to this clause first shall be limited to $[                ] per annum in the aggregate; 



 

	 	(2)	 second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods;



  

	 	(3)	 [third, to the Swap Counterparty, the Net Swap Payment, if any, for such Payment Date];



  

	 	(4)	 fourth, pro rata [based on amounts due, (A) to the Swap Counterparty, any Senior Swap Termination
Payments for such Payment Date, and (B)] to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay
the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the 



  

					
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payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; 


 

	 	(5)	 fifth, for distribution to the Noteholders pursuant to Section 8.2(b) of the
Indenture, the First Allocation of Principal, if any; 


  

	 	(6)	 sixth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and
accrued for the related Interest Period; 


  

	 	(7)	 seventh, for distribution to the Noteholders in accordance with Section 8.2(b)
of the Indenture, the Second Allocation of Principal, if any; 


  

	 	(8)	 eighth, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued
for the related Interest Period; 


  

	 	(9)	 ninth, for distribution to the Noteholders in accordance with Section 8.2(b)
of the Indenture, the Third Allocation of Principal, if any; 


  

	 	(10)	 tenth, to the Noteholders of Class D Notes, the Accrued Class D Note Interest due and accrued
for the related Interest Period; 


  

	 	(11)	 eleventh, for distribution to the Noteholders in accordance with
Section 8.2(b) of the Indenture, the Fourth Allocation of Principal, if any; 


  

	 	(12)	 [twelfth, to the Noteholders of Class E Notes, the Accrued Class E Note Interest due and
accrued for the related Interest Period;] 


  

	 	(13)	 [thirteenth, for distribution to the Noteholders in accordance with
Section 8.2(b) of the Indenture, the Fifth Allocation of Principal, if any;] 


  

	 	(14)	 fourteenth, to the Reserve Account, any additional amounts required to cause the amount of cash on
deposit in the Reserve Account to equal the Specified Reserve Account Balance; 


  

	 	(15)	 fifteenth, for distribution to the Noteholders in accordance with
Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; 


  

	 	(16)	 [sixteenth, to the Swap Counterparty, any Subordinated Swap Termination Payments for such Payment Date;]
and 


  

	 	(17)	 seventeenth, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest
of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the Certificate Distribution Account for distribution to the Certificateholders. 



Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default
which has resulted in an acceleration of the Notes, the 

  

					
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Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indenture. 

(b) After the payment in full of the Notes [, all amounts payable to the Swap Counterparty] and all other amounts payable under
Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the Certificateholders. 

SECTION 4.5 Net Deposits. If the Monthly Remittance Condition is satisfied, the Servicer shall be permitted to deposit into the
Collection Account by noon, New York City time, on the Business Day prior to the related Payment Date only the net amount distributable to Persons other than the Servicer and its Affiliates on such Payment Date. The Servicer shall be permitted to
pay the Optional Purchase Price pursuant to Section 8.1 net of amounts to be distributed to the Servicer or its Affiliates on the related Redemption Date, and accounts between the Servicer and such Affiliates shall be
adjusted accordingly. The Servicer shall, however, account for all deposits and distributions in the Servicer’s Certificate as if the amounts were deposited and/or distributed separately. 

SECTION 4.6 Statements to Noteholders and Certificateholders. On or before each Determination Date, the Servicer shall provide
to the Certificate Paying Agent and to the Relevant Trustee (with a copy to each Rating Agency and the Issuer), and the Relevant Trustee shall forward (or make available on its website, as described below) to each Noteholder and Certificateholder of
record as of the most recent Record Date, a statement setting forth for the Collection Period and Payment Date relating to such Determination Date the following information (or such other substantially similar information so long as such information
satisfies the requirement of Item 1121 of Regulation AB): 
 (a) the aggregate amount being paid on such Payment Date in respect of interest
on and principal of each Class of Notes; 
 (b) the Class A-1 Note Balance, the Class A-2[-A] Note Balance, [the Class A-2-B Note Balance,] the Class A-3 Note Balance, [the Class A-4 Note Balance,] the Class B Note Balance, the Class C Note Balance, the Class D Note Balance, [the Class E
Note Balance] and the Note Factor with respect to each Class of Notes, in each case after giving effect to payments on such Payment Date; 

(c) (i) the amount on deposit in the Reserve Account and the Specified Reserve Account Balance, each as of the beginning and end of the
related Collection Period, (ii) the amount to be deposited in the Reserve Account in respect of such Payment Date, if any, (iii) the Reserve Account Draw Amount and the Reserve Account Excess Amount, if any, to be withdrawn from the
Reserve Account on such Payment Date, (iv) the balance on deposit in the Reserve Account on such Payment Date after giving effect to withdrawals therefrom and deposits thereto in respect of such Payment Date and (v) the change in such
balance from the immediately preceding Payment Date; 
 (d) the First Allocation of Principal, the Second Allocation of Principal, the Third
Allocation of Principal, the Fourth Allocation of Principal, the Fifth Allocation of Principal and the Regular Allocation of Principal for such Payment Date; 

  

					
	    	  	18	  	Sale and Servicing Agreement (SDART 20[    ]-[  ])














 (e) the Pool Balance and the Pool Factor as of the close of business on the last day of the
preceding Collection Period; 
 (f) the amount of the Servicing Fee to be paid to the Servicer with respect to the related Collection Period
and the amount of any unpaid Servicing Fees and the change in such amount from that of the prior Payment Date; 
 (g) the amount of fees to
be paid to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer with respect to the related Payment Date and the amount of any unpaid fees to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer
and the change in such amount from that of the prior Payment Date; 
 (h) the amount of the Class A Noteholders’ Interest Carryover
Shortfall, the Class B Noteholders’ Interest Carryover Shortfall, the Class C Noteholders’ Interest Carryover Shortfall, the Class D Noteholders’ Interest Carryover Shortfall [and the Class E Noteholders’
Interest Carryover Shortfall], if any, on such Payment Date and the change in such amounts from the preceding Payment Date; 
 (i) the
aggregate Repurchase Price with respect to Repurchased Receivables paid by the Servicer or Santander Consumer with respect to the related Collection Period; 

(j) the aggregate Principal Balance of Receivables that are more than 30 days delinquent as of the end of the related Collection Period; 

(k) [Reserved.] 
 (l) [the Net
Swap Receipts and Net Swap Payment, if any; 
 (m) the Senior Swap Termination Payment and Subordinated Swap Termination Payment, if any;

 (n) the Swap Replacement Proceeds, if any; 

(o) the Swap Termination Payment, if any]; 

(p) the aggregate Principal Balance of 60 Day Delinquent Receivables as of such Payment Date; 

(q) the Delinquency Percentage for the related Collection Period; 

(r) the Delinquency Trigger for such Payment Date; and 

(s) the number, dollar amount and percentage of Receivables that are 31-60, 61-90, 91-120 and over 120 days delinquent as of the end of the related Collection Period; provided, however, that the Servicer may, in its sole discretion,
provide the information set forth in this clause ([s]) in 30-day increments beginning with 30-59 days delinquent in lieu of the foregoing increments. 

  

					
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 Each amount set forth pursuant to clause (a) or ([•]) above
relating to the Notes shall be expressed as a dollar amount per $1,000 of the aggregate principal amount of the Notes (or Class thereof). 
 No
disbursements shall be made directly by the Servicer to a Noteholder, and the Servicer shall not be required to maintain any investor record relating to the posting of disbursements or otherwise. 

The Relevant Trustee shall make available via the Relevant Trustee’s internet website all reports or notices required to be provided by
the Relevant Trustee under this Section 4.6 (which reports may include information with respect to the 144A Notes). Any information that is disseminated in accordance with the provisions of this
Section 4.6 shall not be required to be disseminated in any other form or manner. The Relevant Trustee will make no representation or warranty as to the accuracy or completeness of such documents and will assume no
responsibility therefor. 
 The Indenture Trustee’s internet website shall be initially located at
“[                    ]” or at such other address as shall be specified by the Indenture Trustee from time to time in writing to the
Noteholders, the Owner Trustee, the Servicer, the Issuer, the Certificate Registrar or any Paying Agent. In connection with providing access to the Indenture Trustee’s internet website, the Indenture Trustee may require registration and the
acceptance of a disclaimer. The Indenture Trustee shall not be liable for the dissemination of information in accordance with this Agreement. The Indenture Trustee shall notify the Noteholders in writing of any changes in the address or means of
access to the Internet website where the reports are accessible. 
 SECTION 4.7 No Duty to Confirm. The Relevant Trustee shall
have no duty or obligation to verify or confirm the accuracy of any of the information or numbers set forth in the Servicer’s Certificate delivered by the Servicer to the Relevant Trustee, and the Relevant Trustee shall be fully protected in
relying upon such Servicer’s Certificate. 
 SECTION 4.8 [Interest Rate Swap Agreement. 

(a) The Issuer shall enter into the Initial Interest Rate Swap Agreement with the Initial Swap Counterparty. Subject to the requirements of
this Section 4.8, the Issuer may from time to time enter into one or more Replacement Interest Rate Swap Agreements in the event that the Initial Interest Rate Swap Agreement is terminated due to any “Termination
Event” or “Event of Default” (each as defined in the Initial Interest Rate Swap Agreement) prior to its scheduled expiration and in accordance with the terms of such Interest Rate Swap Agreement. Other than any Replacement Interest
Rate Swap Agreement entered into pursuant to this Section 4.8(a), the Issuer may not enter into any additional interest rate swap agreements. 

(b) In the event of any early termination of any Interest Rate Swap Agreement, (i) upon written direction and notification of such early
termination, the Indenture Trustee shall establish the Swap Termination Payment Account, (ii) any Swap Termination Payments received from the Swap Counterparty will be remitted to the Swap Termination Payment Account and (iii) any Swap
Replacement Proceeds received from a Replacement Swap Counterparty will be remitted directly to the Swap Counterparty; provided, that any such remittance to the Swap 

  

					
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Counterparty shall not exceed the amounts, if any, owed to the Swap Counterparty under the Interest Rate Swap Agreement; provided, further that the Swap Counterparty shall only
receive Swap Replacement Proceeds if all Swap Termination Payments due from the Swap Counterparty to the Issuer have been paid in full and if such amounts have not been paid in full then the amount of Swap Replacement Proceeds necessary to make up
any deficiency shall be remitted to the Swap Termination Payment Account. 
 (c) The Issuer shall promptly, following the early termination
of any Initial Interest Rate Swap Agreement due to an “Event of Default” or “Termination Event” (each as defined in the Initial Interest Rate Swap Agreement) and in accordance with the terms of such Interest Rate Swap Agreement,
enter into a Replacement Interest Rate Swap Agreement to the extent possible and practicable through application of funds available in the Swap Termination Payment Account unless entering into such Replacement Interest Rate Swap Agreement will cause
the Rating Agency Condition not to be satisfied. 
 (d) To the extent that (i) the funds available in the Swap Termination Payment
Account exceed the costs of entering into a Replacement Interest Rate Swap Agreement or (ii) the Issuer determines not to replace the Initial Interest Rate Swap Agreement and the Rating Agency Condition is met with respect to such
determination, the amounts in the Swap Termination Payment Account (other than funds used to pay the costs of entering into a Replacement Interest Rate Swap Agreement, if applicable) shall be included in Available Funds and allocated in accordance
with the order of priority specified in Section 4.4(a) on the following Payment Date. In any other situation, amounts on deposit in the Swap Termination Payment Account at any time shall be invested pursuant to
Section 4.1(b) and on each Payment Date after the creation of a Swap Termination Payment Account, the funds therein shall be used to cover any shortfalls in the amounts payable under clauses first through
[twelfth] under Section 4.4(a), provided, that in no event will the amount withdrawn from the Swap Termination Payment Account on such Payment Date exceed the amount of Net Swap Receipts that would have been
required to be paid on such Payment Date under the terminated Interest Rate Swap Transaction had there been no termination of such transaction. Any amounts remaining in the Swap Termination Payment Account after payment in full of the latest
maturing class of floating-rate Notes shall be included in Available Funds and allocated in accordance with the order of priority specified in Section 4.4(a) on the following Payment Date. 

(e) If the Swap Counterparty is required to post collateral under the terms of the Interest Rate Swap Agreement, upon written direction and
notification of such requirement the Indenture Trustee shall establish the Swap Collateral Account (the “Swap Collateral Account”) over which the Indenture Trustee shall have exclusive control and the sole right of withdrawal, and
in which no Person other than the Indenture Trustee, the Swap Counterparty and the Noteholders shall have any legal or beneficial interest. The Indenture Trustee shall deposit all collateral received from the Swap Counterparty under the Interest
Rate Swap Agreement into the Swap Collateral Account. Any and all funds at any time on deposit in, or otherwise to the credit of, the Swap Collateral Account shall be held in trust by the Indenture Trustee for the benefit of the Swap Counterparty
and the Noteholders. The only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Swap Collateral Account shall be (i) for application to obligations of the Swap Counterparty to the Issuer under
the Interest Rate Swap 

  

					
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Agreement in accordance with the terms of the Interest Rate Swap Agreement or (ii) to return collateral to the Swap Counterparty when and as required by the Interest Rate Swap Agreement.

 (f) If at any time the Interest Rate Swap Agreement becomes subject to early termination due to the occurrence of an “Event of
Default” or “Termination Event” (as defined in the Interest Rate Swap Agreement), the Issuer and the Indenture Trustee shall use reasonable efforts (following the expiration of any applicable grace period) to enforce the rights of the
Issuer thereunder as may be permitted by the terms of the Interest Rate Swap Agreement and consistent with the terms hereof. To the extent not fully paid from Swap Replacement Proceeds, any Swap Termination Payment owed by the Issuer to the Swap
Counterparty under the Interest Rate Swap Agreement shall be payable to the Swap Counterparty in installments made on each following Payment Date until paid in full in accordance with the order of priority specified in
Section 4.4(a). To the extent that the Swap Replacement Proceeds exceed any such Swap Termination Payments (or if there are no Swap Termination Payments due to the Swap Counterparty), the Swap Replacement Proceeds in excess
of such Swap Termination Payments, if any, shall be included in Available Funds and allocated and applied in accordance with the order of priority specified in Section 4.4(a) on the following Payment Date.] 

ARTICLE V 
 THE SELLER

 SECTION 5.1 Representations and Warranties of Seller. The Seller makes the following representations and warranties as
of the Closing Date on which the Issuer will be deemed to have relied in acquiring the Transferred Assets. The representations and warranties speak as of the execution and delivery of this Agreement and will survive the conveyance of the Transferred
Assets to the Issuer and the pledge thereof by the Issuer to the Indenture Trustee pursuant to the Indenture: 
 (a) Existence and
Power. The Seller is a Delaware limited liability company validly existing and in good standing under the laws of its state of organization and has, in all material respects, full power and authority to own its assets and operate its business as
presently owned or operated, and to execute, to deliver and to perform its obligations under the Transaction Documents to which it is a party. The Seller has obtained all necessary licenses and approvals in each jurisdiction where the failure to do
so would materially and adversely affect the ability of the Seller to perform its obligations under the Transaction Documents or affect the enforceability or collectability of the Receivables or any other part of the Transferred Assets. 

(b) Authorization and No Contravention. The execution, delivery and performance by the Seller of the Transaction Documents to which it
is a party have been duly authorized by all necessary limited liability company action on the part of the Seller and do not contravene or constitute a default under (i) any applicable law, rule or regulation, (ii) its organizational
documents or (iii) any indenture or agreement to which the Seller is a party or by which its properties are bound (other than violations of such laws, rules, regulations, indentures or agreements which do not affect the legality, validity or
enforceability of any of such agreements and which, individually or in the aggregate, would not materially and adversely affect the 

  

					
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transactions contemplated by, or the Seller’s ability to perform its obligations under, the Transaction Documents). 

(c) No Consent Required. No approval or authorization by, or filing with, any Governmental Authority is required in connection with the
execution, delivery and performance by the Seller of any Transaction Document other than (i) UCC filings, (ii) approvals and authorizations that have previously been obtained and filings that have previously been made and
(iii) approvals, authorizations or filings which, if not obtained or made, would not have a material adverse effect on the enforceability or collectability of the Receivables or any other part of the Transferred Assets or would not materially
and adversely affect the ability of the Seller to perform its obligations under the Transaction Documents. 
 (d) Binding Effect. Each
Transaction Document to which the Seller is a party constitutes the legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws affecting the enforcement of creditors’ rights generally and, if applicable, the rights of creditors of limited liability companies from time to time in
effect or by general principles of equity. 
 (e) Lien Filings. The Seller is not aware of any material judgment, ERISA or tax lien
filings against the Seller. 
 (f) No Proceedings. There are no actions, orders, suits, investigations or Proceedings pending or, to
the knowledge of the Seller, threatened against the Seller before or by any Governmental Authority that (i) assert the invalidity or unenforceability of this Agreement or any of the other Transaction Documents, (ii) seek to prevent the
issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents, (iii) seek any determination or ruling that would materially and adversely affect the performance by
the Seller of its obligations under this Agreement or any of the other Transaction Documents or the collectability or enforceability of the Receivables, or (iv) relate to the Seller that would materially and adversely affect the federal or
Applicable Tax State income, excise, franchise or similar tax attributes of the Notes. 
 (g) Investment Company Act. The Seller is
not an “investment company” that is registered or required to be registered under, or otherwise subject to the restrictions of the Investment Company Act of 1940, as amended. 

(h) Assignment. The Receivables and the other Transferred Assets have been validly assigned by the Seller to the Issuer. 

(i) Security Interests. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that
includes a description of collateral covering any Receivable other than any financing statement relating to security interests granted under the Transaction Documents or that have been or, prior to the assignment of such Receivables hereunder, will
be terminated, amended or released. This Agreement creates a valid and continuing security interest in the Receivables (other than the Related Security with respect 

  

					
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thereto, to the extent that an ownership interest therein cannot be perfected by the filing of a financing statement) in favor of the Issuer which security interest is prior to all other Liens
(other than Permitted Liens) and is enforceable as such against all other creditors of and purchasers and assignees from the Seller. 
 (j)
Creation, Perfection and Priority of Security Interests. The representations and warranties regarding creation, perfection and priority of security interests in the Transferred Assets, which are attached to this Agreement as Exhibit B,
are true and correct. 
 SECTION 5.2 Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only
to the extent of the obligations specifically undertaken by the Seller under this Agreement, and hereby agrees to the following: 
 (a) The
Seller shall indemnify, defend, and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee (including when performing its duties as Relevant Trustee) from and against any loss, liability or expense (including reasonable
attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee or the Owner Trustee breached its standard of care and legal fees and
expenses incurred in actions against the indemnifying party) incurred by reason of the Seller’s violation of federal or State securities laws in connection with the registration or the sale of the Notes. 

(b) Indemnification under this Section 5.2 will survive the resignation or removal of the Owner Trustee or the
Indenture Trustee and the termination of this Agreement and will include, without limitation, reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with the enforcement of the Owner Trustee’s
or the Indenture Trustee’s respective rights (including indemnification rights) under the Transaction Documents. If the Seller has made any indemnity payments pursuant to this Section 5.2 and the Person to or on behalf
of whom such payments are made thereafter collects any of such amounts from others, such Person will promptly repay such amounts to the Seller, without interest. 

(c) The Seller’s obligations under this Section 5.2 are obligations solely of the Seller and will not constitute
a claim against the Seller to the extent that the Seller does not have funds sufficient to make payment of such obligations. In furtherance of and not in derogation of the foregoing, the Issuer, the Servicer, the Indenture Trustee and the Owner
Trustee, by entering into or accepting this Agreement, acknowledge and agree that they have no right, title or interest in or to the Other Assets of the Seller. To the extent that, notwithstanding the agreements and provisions contained in the
preceding sentence, the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee either (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have any such interest, claim to, or benefit in or
from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect
under the Bankruptcy Code), then the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee, as applicable, further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and will be expressly
subordinated to the indefeasible payment in full of the other obligations and liabilities, which, under the terms of the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled


  

					
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to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a
priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Seller), including the payment of post-petition interest on such other obligations and liabilities. This subordination
agreement will be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Issuer, the Servicer, the Indenture Trustee and the Owner Trustee each further acknowledges and agrees that no adequate remedy
at law exists for a breach of this Section 5.2(c) and the terms of this Section 5.2(c) may be enforced by an action for specific performance. The provisions of this
Section 5.2(c) will be for the benefit of those entitled to rely thereon and will survive the termination or assignment of this Agreement, and the resignation or removal of any indemnified party. 

SECTION 5.3 Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any entity (i) into which the Seller
may be merged or converted or with which it may be consolidated, to which it may sell or transfer its business and assets as a whole or substantially as a whole or any entity resulting from any merger, sale, transfer, conversion or consolidation to
which the Seller shall be a party, or any entity succeeding to the business of the Seller or (ii) more than 50% of the voting stock or voting power and 50% or more of the economic equity of which is owned directly or indirectly by Banco
Santander, S.A. and which executes an agreement of assumption to perform every obligation of the Seller under this agreement, shall be the successor to the Seller under this Agreement, in each case, without the execution or filing of any additional
paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. Within thirty days following the consummation of any of the foregoing transactions in which the Seller is not the surviving entity,
the Seller shall deliver to the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are
necessary to preserve and protect the interest of the Issuer in the Receivables and the other Transferred Assets or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. 

SECTION 5.4 Limitation on Liability of Seller and Others. The Seller and any officer or employee or agent of the Seller may rely
in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Seller will not be under any obligation to appear in, prosecute or defend
any legal action that is not incidental to its obligations under this Agreement and that in its opinion may involve it in any expense or liability. 

SECTION 5.5 Seller May Own Notes. The Seller, and any Affiliate of the Seller, may in its individual or any other capacity
become the owner or pledgee of Notes with the same rights as it would have if it were not the Seller or an Affiliate thereof, except as otherwise expressly provided herein or in the other Transaction Documents. Except as set forth herein or in the
other Transaction Documents, Notes so owned by the Seller or any such Affiliate will have an equal and proportionate benefit under the provisions of this Agreement and the other Transaction Documents, without preference, priority, or distinction as
among all of the Notes. Unless all Notes are owned by the Issuer, the Seller, any Certificateholder, the Servicer, the Administrator or any of their respective Affiliates, any Notes owned by the Issuer, the Seller, any


  

					
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Certificateholder, the Servicer, the Administrator or any of their respective Affiliates shall be disregarded with respect to the determination of any request, demand, authorization, direction,
notice, consent, vote or waiver hereunder or under any other Transaction Document. 
 SECTION 5.6 Sarbanes-Oxley Act
Requirements. To the extent any documents are required to be filed or any certification is required to be made with respect to the Issuer or the Notes pursuant to the Sarbanes-Oxley Act, the Issuer hereby authorizes the Servicer and the Seller,
or either of them, to prepare, sign, certify and file any such documents or certifications on behalf of the Issuer. 
 SECTION 5.7
Compliance with Organizational Documents. The Seller shall comply with its limited liability company agreement and other organizational documents. 

ARTICLE VI 
 THE
SERVICER 
 SECTION 6.1 Representations of Servicer. The Servicer makes the following representations and warranties as of
the Closing Date, on which the Issuer will be deemed to have relied in acquiring the Transferred Assets. The representations and warranties speak as of the execution and delivery of this Agreement and will survive the conveyance of the Transferred
Assets to the Issuer and the pledge thereof by the Issuer to the Indenture Trustee pursuant to the Indenture: 
 (a) Existence and
Power. The Servicer is an Illinois corporation validly existing and in good standing under the laws of its state of organization and has, in all material respects, full power and authority to own its assets and operate its business as presently
owned or operated, and to execute, to deliver and to perform its obligations under the Transaction Documents to which it is a party. The Servicer has obtained all necessary licenses and approvals in each jurisdiction where the failure to do so would
materially and adversely affect the ability of the Servicer to perform its obligations under the Transaction Documents or affect the enforceability or collectability of the Receivables or any other part of the Transferred Assets. 

(b) Authorization and No Contravention. The execution, delivery and performance by the Servicer of the Transaction Documents to which it
is a party have been duly authorized by all necessary action on the part of the Servicer and do not contravene or constitute a default under (i) any applicable law, rule or regulation, (ii) its organizational documents or (iii) any
material indenture or material agreement to which the Servicer is a party or by which its properties are bound, in each case, other than violations of such laws, rules, regulations, organizational documents, indentures or agreements which do not
affect the legality, validity or enforceability of any of such agreements and which, individually or in the aggregate, would not materially and adversely affect the transactions contemplated by, or the Servicer’s ability to perform its
obligations under, the Transaction Documents. 
 (c) No Consent Required. No approval or authorization by, or filing with, any
Governmental Authority is required in connection with the execution, delivery and performance by the Servicer of any Transaction Document other than (i) UCC filings, (ii) approvals and 

  

					
	    	  	26	  	Sale and Servicing Agreement (SDART 20[    ]-[  ])














 
authorizations that have previously been obtained and filings that have previously been made or approvals, authorizations or filings that will be made on a timely basis and (iii) approval,
authorizations or filings that, if not obtained or made, would not have a material adverse effect on the enforceability or collectability of the Receivables or would not materially and adversely affect the ability of the Servicer to perform its
obligations under the Transaction Documents. 
 (d) Binding Effect. Each Transaction Document to which the Servicer is a party
constitutes the legal, valid and binding obligation of the Servicer enforceable against the Servicer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium,
receivership, conservatorship or other similar laws affecting creditors’ rights generally and, if applicable, the rights of creditors of corporations from time to time in effect or by general principles of equity. 

(e) No Proceedings. There are no actions, suits, investigations or Proceedings pending or, to the knowledge of the Servicer, threatened
against the Servicer before or by any Governmental Authority that (i) assert the invalidity or unenforceability of this Agreement or any of the other Transaction Documents, (ii) seek to prevent the issuance of the Notes or the consummation
of any of the transactions contemplated by this Agreement or any of the other Transaction Documents, (iii) seek any determination or ruling that would materially and adversely affect the performance by the Servicer of its obligations under this
Agreement or any of the other Transaction Documents or (iv) relate to the Servicer that would materially and adversely affect the federal or Applicable Tax State income, excise, franchise or similar tax attributes of the Notes. 

SECTION 6.2 Indemnities of Servicer. The Servicer and the Issuer will be liable in accordance herewith only to the extent of the
obligations specifically undertaken by the Servicer and the Issuer, respectively, under this Agreement, and hereby agrees to the following: 

(a) The Servicer will defend, indemnify and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee (including when performing its
duties as Relevant Trustee) and the Seller from and against any and all costs, expenses (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense, in whole or part, of any
claim that the Indenture Trustee or the Owner Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party), losses, damages, claims and liabilities, arising out of or resulting from the use,
ownership or operation by the Servicer or any Affiliate thereof or any sub-contractor hired by the Servicer or such Affiliate of a Financed Vehicle. 

(b) The Issuer, the Owner Trustee and the Indenture Trustee (including when performing its duties as Relevant Trustee) shall be indemnified,
defended and held harmless from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein or in the other Transaction Documents, if any, including, without limitation, any
sales, gross receipts, general corporation, tangible personal property, privilege, or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the conveyance of the Receivables to the
Issuer or the issuance and original sales of the Notes, or asserted with respect to ownership of the Receivables, or federal or other Applicable Tax State income taxes arising out of the transactions contemplated


  

					
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by this Agreement and the other Transaction Documents) and costs and expenses in defending against the same. For the avoidance of doubt, the Servicer will not indemnify for any costs, expenses,
losses, claims, damages or liabilities due to the credit risk of the Obligors and for which reimbursement would constitute recourse for uncollectible Receivables. Amounts payable pursuant to this Section 6.2(b) shall be
payable (i) to the Indenture Trustee and the Owner Trustee pursuant to Section 4.4(a) hereof or Section 5.4(b) of the Indenture, as applicable (to the extent of Available Funds available
therefor), and, to the extent not paid thereunder, by the Servicer, and (ii) to the Issuer by the Servicer. 
 (c) The Servicer will
indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee (including when performing its duties as Relevant Trustee) and the Seller from and against any and all costs, expenses, losses, claims, damages, and liabilities
to the extent that such cost, expense, loss, claim, damage, or liability arose out of, or was imposed upon any such Person through, the negligence, willful misfeasance, or bad faith (other than errors in judgment) of the Servicer in the performance
of its duties under this Agreement or any other Transaction Document to which it is a party, or by reason of its failure to perform its obligations or of reckless disregard of its obligations and duties under this Agreement or any other Transaction
Document to which it is a party; provided, however, that the Servicer will not indemnify for any costs, expenses, losses, claims, damages or liabilities arising from its breach of any covenant for which the purchase of the affected
Receivables is specified as the sole remedy pursuant to Section 3.6. 
 (d) The Issuer or, if applicable, the
Servicer will compensate and indemnify the Indenture Trustee (including when performing its duties as Relevant Trustee) and the Owner Trustee to the extent and subject to the conditions set forth in Section 6.7 of the
Indenture and Section 8.2 of the Trust Agreement, as applicable, except, with respect to the Indenture Trustee, to the extent that any cost, expense, loss, claim, damage or liability arises out of or is incurred in
connection with the performance by the Indenture Trustee of the duties of a Successor Servicer hereunder. 
 (e) Indemnification under this
Section 6.2 by Santander Consumer (or any successor thereto pursuant to Section 7.1) as Servicer, with respect to the period such Person was the Servicer, will survive the termination or assignment
of such Person as Servicer or a resignation by such Person as Servicer as well as the termination or assignment of this Agreement or the resignation or removal of the Owner Trustee or the Indenture Trustee (including when performing its duties as
Relevant Trustee) and will include reasonable fees and expenses of counsel and expenses of litigation. If either the Issuer or the Servicer has made any indemnity payments pursuant to this Section 6.2 and the Person to or
on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person will promptly repay such amounts to such party, without interest. 

SECTION 6.3 Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any entity (i) into which the
Servicer may be merged or converted or with which it may be consolidated, to which it may sell or transfer its business and assets as a whole or substantially as a whole or any entity resulting from any merger, sale, transfer, conversion or
consolidation to which the Servicer shall be a party, or any entity succeeding to the business of the Servicer or (ii) of which more than 50% of the voting stock or voting power and 50% or 

  

					
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more of the economic equity is owned directly or indirectly by Banco Santander, S.A. and which executes an agreement of assumption to perform every obligation of the Servicer under this
Agreement, shall be the successor to the Servicer under this Agreement, in each case, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. 

SECTION 6.4 Limitation on Liability of Servicer and Others. 

(a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer will be under any liability to the Issuer,
the Indenture Trustee, the Owner Trustee, the Noteholders [, the Swap Counterparty] or the Certificateholders, except as provided under this Agreement or the other Transaction Documents, for any action taken or for refraining from the taking of any
action pursuant to this Agreement or for errors in judgment; provided, however, that this provision will not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance or bad
faith in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement
(except for errors in judgment). The Servicer and any director, officer or employee or agent of the Servicer may rely in good faith on any Opinion of Counsel or on any Officer’s Certificate of the Seller or certificate of auditors believed to
be genuine and to have been signed by the proper party in respect of any matters arising under this Agreement. 
 (b) Except as provided in
this Agreement, the Servicer will not be under any obligation to appear in, prosecute, or defend any legal action that is not incidental to its duties to service the Receivables in accordance with this Agreement, and that in its opinion may involve
it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties to this Agreement
and the interests of the Noteholders and the Certificateholders under this Agreement. In such event, the legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Servicer. 

SECTION 6.5 Delegation of Duties. The Servicer may, at any time without notice or consent, delegate (a) any or all of its
duties (including, without limitation, its duties as custodian) under the Transaction Documents to any of its Affiliates or (b) specific duties (including, without limitation, its duties as custodian) to
sub-contractors who are in the business of performing such duties; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall
remain obligated and liable to the Issuer, the Indenture Trustee and, to the extent it is acting as Relevant Trustee, the Certificate Paying Agent for its duties hereunder as if the Servicer alone were performing such duties. For any servicing
activities delegated to third parties in accordance with this Section 6.5, the Servicer shall follow such policies and procedures to monitor the performance of such third parties and compliance with such servicing
activities as the Servicer follows with respect to comparable motor vehicle receivables serviced by the Servicer for its own account. 

SECTION 6.6 Santander Consumer Not to Resign as Servicer. Subject to the provisions of Sections 6.3 and 6.5,
Santander Consumer will not resign from the obligations and duties hereby imposed on it as Servicer under this Agreement except upon determination that the 

  

					
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performance of its duties under this Agreement is no longer permissible under applicable law. Notice of any such determination permitting the resignation of Santander Consumer will be
communicated to the Issuer and the Indenture Trustee at the earliest practicable time (and, if such communication is not in writing, will be confirmed in writing at the earliest practicable time) and any such determination will be evidenced by an
Opinion of Counsel to such effect delivered to the Issuer and the Indenture Trustee concurrently with or promptly after such notice. No such resignation will become effective until a successor Servicer has assumed the responsibilities and
obligations of Santander Consumer as Servicer. 
 SECTION 6.7 Servicer May Own Notes. The Servicer, and any Affiliate of the
Servicer, may, in its individual or any other capacity, become the owner or pledgee of Notes with the same rights as it would have if it were not the Servicer or an Affiliate thereof, except as otherwise expressly provided herein or in the other
Transaction Documents. Except as set forth herein or in the other Transaction Documents, Notes so owned by or pledged to the Servicer or such Affiliate will have an equal and proportionate benefit under the provisions of this Agreement, without
preference, priority or distinction as among all of the Notes. 
 ARTICLE VII 

TERMINATION OF SERVICER 

SECTION 7.1 Termination of Servicer. 

(a) If a Servicer Replacement Event shall have occurred and be continuing, the Indenture Trustee shall, at the direction of the Noteholders
representing at least a majority of the Note Balance of the Controlling Class (or, if no Notes are Outstanding, the Relevant Trustee shall, at the direction of the Majority Certificateholders), by notice given to the Servicer, the Owner Trustee, the
Issuer, the Administrator and the Noteholders [the Swap Counterparty], terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed or resigns as Servicer with
respect to servicing the Receivables, the Indenture Trustee shall appoint a successor Servicer. Upon the Servicer’s receipt of notice of termination, such Servicer will continue to perform its functions as Servicer under this Agreement only
until the date specified in such termination notice or, if no such date is specified in such termination notice, until receipt of such notice. If a successor Servicer has not been appointed at the time when the outgoing Servicer ceases to act as
Servicer in accordance with this Section, the Indenture Trustee without further action will automatically be appointed the successor Servicer. Notwithstanding the above, the Indenture Trustee, if it is legally unable or is unwilling to so act, will
appoint, or petition a court of competent jurisdiction to appoint a successor Servicer. Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the servicing of
comparable motor vehicle receivables having an aggregate outstanding principal amount of not less than $50,000,000. 
 (b) Noteholders
holding not less than a majority of the Note Balance of the Controlling Class (or, if no Notes are Outstanding, the Majority Certificateholders) may waive any Servicer Replacement Event. Upon any such waiver, such Servicer Replacement Event shall
cease to exist and be deemed not to have occurred, and any Servicer Replacement Event arising 

  

					
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therefrom shall be deemed not to have occurred for every purpose of this Agreement, but no such waiver shall extend to any prior, subsequent or other Servicer Replacement Event or impair any
right consequent thereto. 
 (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts at its own expense to
effect the orderly and efficient transfer of the servicing of the Receivables to a successor Servicer. 
 (d) Upon the effectiveness of the
assumption by the successor Servicer of its duties pursuant to this Section 7.1, the successor Servicer shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to
the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification
obligations as set forth in Section 6.2(e). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of
such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the
Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Notwithstanding anything else herein to the contrary, in no event
shall the Indenture Trustee be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any successor Servicer to act as successor Servicer under this Agreement and the
transactions set forth or provided for herein. 
 (e) In connection with such appointment, the Indenture Trustee may make such arrangements
for the compensation of the successor Servicer out of Available Funds as it and such successor Servicer will agree; provided, however, that no such compensation will be in excess of the amount paid to the predecessor Servicer under
this Agreement. 
 SECTION 7.2 Notification to Noteholders. Upon any termination of, or appointment of a successor to, the
Servicer pursuant to this Article VII, the Indenture Trustee (or the Relevant Trustee if no Notes are Outstanding) will give prompt written notice thereof to the Owner Trustee, the Issuer, the Administrator, the Asset Representations Reviewer and to
the Noteholders and the Certificateholders at their respective addresses of record. 
 ARTICLE VIII 

OPTIONAL PURCHASE 

SECTION 8.1 Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional
Purchase”) to purchase (and/or to designate one or more other parties to purchase) the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (i) as of the
last day of the related Collection Period, the Pool Balance has declined to 10% or less of the Pool Balance as of the 

  

					
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Cut-Off Date, and (ii) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay (A) the
Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) all fees, expenses and indemnities owed to the Indenture Trustee and the Owner Trustee and not previously paid, (C) interest then due on
the Notes and (D) the aggregate unpaid Note Balance of all of the Outstanding Notes [plus all amounts owing to the Swap Counterparty as of the Redemption Date]. To exercise such option, the Servicer (or its designee) shall deposit, subject to
Section 4.5, the Optional Purchase Price into the Collection Account on the Redemption Date; provided that, at the Servicer’s option, any Collections deposited into the Collection Account after the last day of
the Collection Period immediately preceding the Redemption Date may either be applied to reduce the amount of such deposit or remitted to Servicer (or its designee) following the exercise of the Optional Purchase. The Servicer shall furnish written
notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than ten days prior to the date of the Optional Purchase. If the Servicer (or its designee) exercises the Optional Purchase, the Notes
shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price. 
 ARTICLE IX 

MISCELLANEOUS PROVISIONS 

SECTION 9.1 Amendment. 

(a) Any term or provision of this Agreement may be amended by the Seller and the Servicer, without the consent of the Indenture Trustee, any
Noteholder, the Issuer, [the Swap Counterparty,] the Owner Trustee or any other Person subject to the satisfaction of one of the following conditions: 

(i) the Seller or the Servicer delivers an Opinion of Counsel to the Indenture Trustee to the effect that such amendment will
not materially and adversely affect the interests of the Noteholders; or 
 (ii) the Rating Agency Condition is satisfied
with respect to such amendment and the Seller or the Servicer notifies the Indenture Trustee in writing that the Rating Agency Condition is satisfied with respect to such amendment; 

provided, [that such amendment shall not materially and adversely affect the rights or obligations of the Swap Counterparty or the Issuer under the
Interest Rate Swap Agreement unless the Swap Counterparty shall have consented in writing to such amendment (which consent shall not be unreasonably withheld or delayed)]. 

(b) This Agreement (including Appendix A) may also be amended from time to time by the Seller, the Servicer and the Indenture Trustee
(when so directed by an Issuer Request), with the consent of the Noteholders evidencing not less than a majority of the Note Balance of the Controlling Class, for the purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders; provided, that no such amendment shall (i) reduce the interest rate or principal 

  

					
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amount of any Note or change or delay the Final Scheduled Payment Date of any Note without the consent of the Holder of such Note or (ii) reduce the percentage of the aggregate outstanding
principal balance of the Outstanding Notes, the consent of which is required to consent to any matter without the consent of the Holders of at least the percentage of the Note Balance which was required to consent to such matter before giving effect
to such amendment[; provided, further, that such amendment shall not materially and adversely affect the rights or obligations of the Swap Counterparty under this Sale and Servicing Agreement unless the Swap Counterparty shall have
consented in writing to such amendment (which consent shall not be unreasonably withheld or delayed)]. It will not be necessary for the consent of Noteholders to approve the particular form of any proposed amendment or consent, but it will be
sufficient if such consent approves the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders provided for in this Agreement) and of evidencing the authorization of the execution thereof by Noteholders will
be subject to such reasonable requirements as the Indenture Trustee may prescribe, including the establishment of record dates pursuant to the Depository Agreement. 

(c) Any term or provision of this Agreement (including Appendix A) may also be amended from time to time by the Seller and the Servicer,
for the purpose of conforming the terms of this Agreement to the description thereof in the Prospectus or, to the extent not contrary to the Prospectus, to the description thereof in an offering memorandum with respect to the 144A Notes or the
Certificates without the consent of the Indenture Trustee, any Noteholder, the Issuer, the Owner Trustee or any other Person; provided, however, that the Seller and the Servicer shall provide written notification of such amendment to the Indenture
Trustee, the Issuer and the Owner Trustee and promptly after the execution of any such amendment, the Seller and the Servicer shall furnish a copy of such amendment to the Indenture Trustee, the Issuer and the Owner Trustee. 

(d) Prior to the execution of any such amendment, the Servicer shall provide written notification of the substance of such amendment to each
Rating Agency and the Owner Trustee; and promptly after the execution of any such amendment, the Servicer shall furnish a copy of such amendment to each Rating Agency, the Owner Trustee and the Indenture Trustee; provided, notwithstanding
anything herein to the contrary, that no amendment pursuant to this Section 9.1 shall be effective which affects the rights, protections or duties of the Indenture Trustee (including when performing its duties as Relevant
Trustee) or the Owner Trustee without the prior written consent of such Person (which consent shall not be unreasonably withheld or delayed). 

(e) Prior to the execution of any amendment to this Agreement, the Owner Trustee and the Indenture Trustee (if the Indenture Trustee is then
the Relevant Trustee) shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and
delivery of such amendment have been satisfied. The Owner Trustee and the Indenture Trustee may, but shall not be obligated to, enter into or execute on behalf of the Issuer any such amendment which adversely affects the Owner Trustee’s or the
Indenture Trustee’s (including when performing its duties as Relevant Trustee), as applicable, own rights, duties or immunities under this Agreement. 

  

					
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 (f) Notwithstanding subsections (a) and (b) of this
Section 9.1, this Agreement may only be amended by the Seller and the Servicer if (i) the Majority Certificateholders, or, if 100% of the aggregate Percentage Interests is then beneficially owned by Santander Consumer
and/or its Affiliates, such Person (or Persons), consent to such amendment or (ii) such amendment shall not, as evidenced by an Officer’s Certificate of the Seller or the Servicer or an Opinion of Counsel delivered to the Indenture Trustee
and the Owner Trustee, materially and adversely affect the interests of the Certificateholders. In determining whether 100% of the aggregate Percentage Interests is then beneficially owned by Santander Consumer and/or its Affiliates for purposes of
clause (i), any party shall be entitled to rely on an Officer’s Certificate or similar certification of Santander Consumer or any Affiliate thereof to such effect. 

SECTION 9.2 Protection of Title. 

(a) The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing
statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and the Indenture Trustee under this Agreement in the Purchased Assets (to the extent that the interest of
the Issuer or the Indenture Trustee therein can be perfected by the filing of a financing statement). The Seller shall deliver (or cause to be delivered) to the Issuer file-stamped copies of, or filing receipts for, any document filed as provided
above, as soon as available following such filing. 
 (b) The Seller shall notify the Issuer in writing within ten (10) days following
the occurrence of (i) any change in the Seller’s organizational structure as a limited liability company and (ii) any change in the Seller’s name. The Seller shall take all action prior to making such change (or shall have made
arrangements to take such action substantially simultaneously with such change, if it is not possible to take such action in advance) reasonably necessary to amend all previously filed financing statements or continuation statements described in
paragraph (a) above to maintain perfection of the Issuer in the Receivables and shall have delivered to the Indenture Trustee within thirty (30) days after such change an Opinion of Counsel either (A) stating that, in the
opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (B) stating that, in
the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. 
 (c) The Seller shall give the Issuer
and the Indenture Trustee at least five days’ prior written notice of any change of location of the Seller for purposes of Section 9-307 of the UCC and shall have taken all action prior to making
such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable to amend all previously filed financing
statements or continuation statements described in paragraph (a) above. 
 (d) The Servicer shall maintain (or shall cause its Sub-Servicer to maintain) in accordance with its Customary Servicing Practices accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time
the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each


  

					
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Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. 

(e) The Servicer shall maintain (or shall cause its Sub-Servicer to maintain) its computer systems so
that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer in such Receivable and
that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. Indication of the Issuer’s and the Indenture Trustee’s interest in a Receivable shall not be
deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. 

(f) If at any time the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle
receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they
shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee on behalf of the Noteholders. 

SECTION 9.3 Other Liens or Interests. Except for the conveyances and grants of security interests pursuant to this Agreement and
the other Transaction Documents, the Seller shall not sell, pledge, assign or transfer the Receivables or other property transferred to the Issuer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on any interest
therein, and the Seller shall defend the right, title and interest of the Issuer in, to and under such Receivables and other property transferred to the Issuer against all claims of third parties claiming through or under the Seller. 

SECTION 9.4 Transfers Intended as Sale; Security Interest. 

(a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and
absolute sales, transfers, assignments and conveyances rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and
related Transferred Assets shall not be part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. The sales and transfers by the Seller of Receivables and related Transferred Assets hereunder are and shall be without
recourse to, or representation or warranty (express or implied) by, the Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller are intended to provide a remedy for breach of
representations and warranties relating to the condition of the property sold, rather than to the collectability of the Receivables. 
 (b)
Notwithstanding the foregoing, in the event that the Receivables and other Transferred Assets are held to be property of the Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the
Receivables and other Transferred Assets, then it is intended that: 

  

					
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	 	(i)	 This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New
York UCC and the UCC of any other applicable jurisdiction; 


  

	 	(ii)	 The conveyance provided for in Section 2.1 shall be deemed to be a grant by the
Seller of, and the Seller hereby grants to the Issuer, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other
Transferred Assets, to secure such indebtedness and the performance of the obligations of the Seller hereunder; 


  

	 	(iii)	 The possession by the Issuer, or the Servicer as the Issuer’s agent, of the Receivable Files and any other
property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting
the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and 


  

	 	(iv)	 Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons
holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents, as applicable, of the Issuer for the purpose of perfecting such security interest under applicable law.



 SECTION 9.5 Information Requests. The parties hereto shall provide any information reasonably requested
by the Servicer, the Issuer, the Seller or any of their Affiliates, in order to comply with or obtain more favorable treatment under any current or future law, rule, regulation, accounting rule or principle. 

SECTION 9.6 Notices, Etc. All demands, notices and communications hereunder shall be in writing and shall be delivered or mailed
by registered or certified first-class United States mail, postage prepaid, hand delivery, prepaid courier service, or by facsimile or by electronic transmission, and addressed in each case as set forth on
Schedule I hereto or at such other address as shall be designated in a written notice to the other parties hereto. Any notice required or permitted to be mailed to a Noteholder shall be given by first class mail, postage prepaid, at the address
of such Noteholder as shown in the Note Register. Delivery shall occur only upon receipt or reported tender of such communication by an officer of the recipient entitled to receive such notices located at the address of such recipient for notices
hereunder; provided, however, that any notice to a Noteholder mailed within the time and manner prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Noteholder shall receive such
notice. 

  

					
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 SECTION 9.7 Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW, OTHER THAN SECTIONS 5-1401 AND
5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 

SECTION 9.8 Headings. The article and section headings hereof have been inserted for convenience of reference only and shall not
be construed to affect the meaning, construction or effect of this Agreement. 
 SECTION 9.9 Counterparts. This Agreement may
be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument. 

SECTION 9.10 Waivers. No failure or delay on the part of the Servicer, the Seller, the Issuer or the Indenture Trustee in
exercising any power or right hereunder (to the extent such Person has any power or right hereunder) shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise
thereof or the exercise of any other power or right. No notice to or demand on any party hereto in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any party hereto under this Agreement
shall, except as may otherwise be stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval under this Agreement shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

 SECTION 9.11 Entire Agreement. The Transaction Documents contain a final and complete integration of all prior expressions
by the parties hereto with respect to the subject matter thereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter thereof, superseding all prior oral or written understandings. There are no
unwritten agreements among the parties. 
 SECTION 9.12 Severability of Provisions. If any one or more of the covenants,
agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this
Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement. 
 SECTION 9.13
Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement shall create and constitute the continuing obligations of the
parties hereto in accordance with its terms, and shall remain in full force and effect until such time as the parties hereto shall agree. 

SECTION 9.14 Acknowledgment and Agreement. By execution below, the Seller expressly acknowledges and consents to the pledge,
assignment and Grant of a security interest in the Receivables, the other Transferred Assets and the Issuer’s rights under this Agreement by the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders. In
addition, the Seller hereby acknowledges and agrees that for so long as the Notes are outstanding, the Indenture Trustee will have the right to exercise all powers, privileges and 

  

					
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claims of the Issuer under this Agreement in the event that the Issuer shall fail to exercise the same. 

SECTION 9.15 Cumulative Remedies. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

 SECTION 9.16 Nonpetition Covenant. Each party hereto agrees that, prior to the date which is one year and one day after
payment in full of all obligations of each Bankruptcy Remote Party in respect of all securities issued by any Bankruptcy Remote Party (i) such party shall not authorize any Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary case or other Proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar
law now or hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote Party or any substantial part of its
property or to consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other Proceeding commenced against such Bankruptcy Remote Party, or to make a general assignment for the benefit
of, its creditors generally, any party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) such party shall not commence or join with any other Person in commencing or institute with any other Person, any Proceeding against
such Bankruptcy Remote Party under any bankruptcy, reorganization, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction. This Section shall survive the termination of this Agreement. 

SECTION 9.17 Submission to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto hereby irrevocably and
unconditionally: 
 (a) submits for itself and its property in any Proceeding relating to this Agreement or any documents executed and
delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern
District of New York and appellate courts from any thereof; 
 (b) consents that any such Proceeding may be brought and maintained in such
courts and waives any objection that it may now or hereafter have to the venue of such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; 

(c) agrees that service of process in any such Proceeding may be effected by mailing a copy thereof by registered or certified mail (or any
substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 9.6 of this Agreement; 

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the
right to sue in any other jurisdiction; and 
 (e) to the extent permitted by applicable law, each party hereto irrevocably waives all
right of trial by jury in any Proceeding or counterclaim based on, or arising out  

  

					
	    	  	38	  	Sale and Servicing Agreement (SDART 20[    ]-[  ])














 
of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunder. 

SECTION 9.18 Limitation of Liability. 

(a) It is expressly understood and agreed by the parties that (a) this document is executed and delivered by
[            ], not individually or personally, but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust
Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by
[            ], but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on
[            ], individually or personally or as Owner Trustee, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by
the parties hereto and by any person claiming by, through or under the parties hereto, (d) [            ] has made no investigation as to the accuracy or completeness of any representations
or warranties made by the Issuer or any other Person in this Agreement or in the Purchase Agreement and (e) under no circumstances shall [            ] be personally liable for the
payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or under the Notes or any of the other
Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. 

(b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by
[            ], not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the
representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which
recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or
the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the
Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the
Indenture. 
 SECTION 9.19 Third-Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and permitted assigns and [            ], in its individual capacity and as Owner Trustee, shall be an express third party beneficiary hereof
and may enforce the provisions hereof as if it were a party hereto. Except as otherwise provided in this Section, no other Person will have any right hereunder. 

SECTION 9.20 Regulation AB. The Servicer shall cooperate fully with the Seller and the Issuer to deliver to the Seller and the
Issuer (including any of its assignees or designees) any 

  

					
	    	  	39	  	Sale and Servicing Agreement (SDART 20[    ]-[  ])














 
and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Seller or the Issuer to permit the Seller to comply with the
provisions of Regulation AB and its reporting obligations under the Exchange Act, together with such disclosures relating to the Servicer and the Receivables, or the servicing of the Receivables, reasonably believed by the Seller to be necessary in
order to effect such compliance. 
 SECTION 9.21 Information to Be Provided by the Indenture Trustee. 

(a) Each of the Servicer and the Indenture Trustee shall (i) on or before the fifth Business Day of each month, notify the Seller, in
writing, of any Form 10-D Disclosure Item with respect to such Person (or in the case of the Indenture Trustee, any Form 10-D Disclosure Item of which a Responsible
Officer of the Indenture Trustee has knowledge) together with a description of any such Form 10-D Disclosure Item in form and substance reasonably satisfactory to the Seller; provided, however, that the
Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to Seller, and (ii) as promptly as practicable following notice to or
actual knowledge by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the Seller, in writing, such updated information. 

(b) As soon as available but no later than March 15 of each calendar year, commencing in [    ], the Indenture Trustee
shall: 
 (i) deliver to the Seller a report regarding the Indenture Trustee’s assessment of compliance with the
Servicing Criteria during the immediately preceding calendar year, as required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and Item 1122 of
Regulation AB. Such report shall be signed by an authorized officer of the Indenture Trustee, and shall address each of the Servicing Criteria specified in Exhibit C as applicable to the Indenture Trustee or such other criteria as mutually
agreed upon by the Seller and the Indenture Trustee; 
 (ii) cause a firm of registered public accountants that is qualified
and independent with the meaning of Rule 2-01 of Regulation S-X under the Securities Act to deliver a report for inclusion in the Issuer’s filing of Exchange Act
Form 10-K that attests to, and reports on, the assessment of compliance made by the Indenture Trustee and delivered to the Seller pursuant to the preceding paragraph. Such attestation shall be in accordance
with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; 

(iii) deliver to the Seller and any other Person that will be responsible for signing the certification (a “Sarbanes
Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act) on behalf of the Issuer or
the Seller substantially in the form attached hereto as Exhibit D or such form as mutually agreed upon by the Seller and the Indenture Trustee; and 

(iv) notify the Seller in writing of any affiliations or relationships (as described in Item 1119 of Regulation AB) between the
Indenture Trustee and any Item 1119 Party, 

  

					
	    	  	40	  	Sale and Servicing Agreement (SDART 20[    ]-[  ])














 
provided, that no such notification need be made if the affiliations or relationships are unchanged from those provided in the notification in the prior calendar year. 

The Indenture Trustee acknowledges that the parties identified in clause (iii) above may rely on the certification provided by the Indenture Trustee
pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. 
 (c) The Indenture Trustee shall, to the
extent the Indenture Trustee has received any repurchase or replacement request with respect to any Receivable, no later than the fifth Business Day after the last day of each calendar month, provide notice to the Seller and Santander Consumer
(each, a “Santander Party” and, collectively, the “Santander Parties”), in a form to be mutually agreed upon by Santander Consumer and the Indenture Trustee, of (i) all demands communicated to a Responsible
Officer of the Indenture Trustee for the repurchase or replacement of any Receivable for breach of the representations and warranties concerning such Receivable and (ii) any actions taken by the Indenture Trustee with respect to such demand
communicated to the Indenture Trustee in respect of any Receivables. In addition, the Indenture Trustee shall, upon written request of either Santander Party, at any time such Santander Party reasonably feels necessary, provide notification to the
Santander Parties with respect to any actions taken by the Indenture Trustee as soon as practicable and in any event within five Business Days of receipt of such request. In no event shall the Indenture Trustee be deemed to be a
“securitizer” as defined in Section 15G(a) of the Exchange Act with respect to the transactions contemplated by the Transaction Documents, nor shall it have any responsibility for making any filing to be made by a securitizer under
the Exchange Act or Regulation AB with respect to the transactions contemplated by the Transaction Documents. 
 SECTION 9.22 Form
8-K Filings. Each of the Indenture Trustee and the Servicer shall promptly notify the Seller, but in no event later than two (2) Business Days after its occurrence, of any Reportable Event of which
the Servicer or a Responsible Officer of the Indenture Trustee has actual knowledge (other than a Reportable Event described in clause (a) or (b) of the definition thereof as to which the Seller or the Servicer has actual knowledge).
Each Person shall be deemed to have actual knowledge of any such event to the extent that it relates to such Person or any action or failure to act by such Person. 

SECTION 9.23 Relevant Trustee. Following the payment in full of principal of, and interest on, the Notes, the Certificate Paying
Agent shall assume the role of Relevant Trustee hereunder and shall perform the obligations of the Relevant Trustee set forth herein. At least five (5) Business Days prior to the final payment in full of principal of, and interest on, the
Notes, the Servicer shall deliver a written notification to the Certificate Paying Agent, which notice shall set forth the date upon which the Certificate Paying Agent will assume the role of Relevant Trustee (the “Assumption
Date”). For the avoidance of doubt, the obligations and duties of the Certificate Paying Agent as Relevant Trustee under the Transaction Documents shall be limited to the express duties of the Relevant Trustee, and shall not be deemed to
include any duty or obligation of the Indenture Trustee, the Issuer, or any other Person. In the performance of its obligations as Relevant Trustee, the Certificate Paying Agent shall be entitled to all of the same rights, protections, indemnities
and immunities as the Indenture Trustee under the Indenture, which rights, protections, indemnities and immunities are incorporated herein by reference. The parties hereby agree to amend the Transaction Documents prior to the


  

					
	    	  	41	  	Sale and Servicing Agreement (SDART 20[    ]-[  ])














 
Assumption Date to provide for such terms and conditions as may be necessary or desirable in connection with the assumption of the role of Relevant Trustee by the Certificate Paying Agent. 

SECTION 9.24 Dispute Resolution. 

(a) If the Seller, the Issuer, the Owner Trustee (in its discretion or at the direction of a Certificateholder pursuant to the Trust Agreement)
or the Indenture Trustee (in its discretion or at the direction of a Requesting Investor pursuant to Section 7.5 of the Indenture) (the “Requesting Party”) requests that Santander Consumer repurchase any
Receivable pursuant to Section 3.4 of the Purchase Agreement and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within 180 days of the receipt of
notice of the request by Santander Consumer, the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including nonbinding arbitration) or arbitration pursuant to this
Section 9.24; provided, however, that (i) if the Indenture Trustee declines to act in accordance with this Section 9.24 at the direction of a Noteholder or Note Owner due to the
failure of such Noteholder or Note Owner to offer the Indenture Trustee security or indemnity reasonably satisfactory to the Indenture Trustee against the reasonable costs, expenses, disbursement, advances and liabilities that might be incurred by
it, its agents and its counsel in connection with such act, such Noteholder or Note Owner shall be deemed to be a “Requesting Party” or (ii) if the Owner Trustee declines to act in accordance with this
Section 9.24 at the direction of a Certificateholder due to the failure of such Certificateholder to offer the Owner Trustee reasonable security or indemnity satisfactory to the Owner Trustee against the reasonable costs,
expenses, disbursement, advances and liabilities that might be incurred by it, its agents and its counsel in connection with such act, such Certificateholder shall be deemed to be a “Requesting Party.” If the Requesting Party is the
Indenture Trustee or the Owner Trustee acting at the direction of a Noteholder, Note Owner or Certificateholder, as applicable, the Indenture Trustee or Owner Trustee, as applicable, as Requesting Party, will act solely at the direction of such
Noteholder, Note Owner, or Certificateholder in making all decisions related to mediation or arbitration. Santander Consumer will inform the Requesting Party in writing upon a determination by Santander Consumer that a Receivable subject to a demand
to repurchase will be repurchased and the monthly distribution report filed by the Seller on Form 10-D for the Collection Period in which such Receivables were repurchased shall include disclosure of such
repurchase. A failure of Santander Consumer to inform the Requesting Party that a Receivable subject to a demand will be repurchased within 180 days of the receipt of notice of the request shall be deemed to be a determination by Santander
Consumer that no repurchase of that Receivable due to a breach of Section 3.3 of the Purchase Agreement is required. The monthly distribution report filed by the Seller on Form
10-D for the Collection Period in which a repurchase demand is made and for each subsequent Collection Period until such repurchase demand is resolved or the related Receivable is repurchased, shall include
disclosure regarding the date of the repurchase demand as well as the status of such repurchase demand for each applicable Receivable. If both the Owner Trustee (on behalf of one or more Certificateholders) and the Indenture Trustee (on behalf of
one or more Noteholders or Note Owners) are Requesting Parties, then the Indenture Trustee as Requesting Party shall have the right to make the selection of mediation (including nonbinding arbitration) or arbitration. If more than one Noteholder or
Note Owner has directed the Indenture Trustee in connection with a request to pursue dispute resolution pursuant to this Section 9.24, the Indenture Trustee shall act at the direction of the Noteholders or Note Owners, as
applicable, holding a majority of the Note 

  

					
	    	  	42	  	Sale and Servicing Agreement (SDART 20[    ]-[  ])














 
Balance of the Notes held by such directing Noteholders and/or Note Owners. If more than one Certificateholder has directed the Owner Trustee in connection with a request to pursue dispute
resolution pursuant to this Section 9.24, the Owner Trustee shall act at the direction of the Certificateholders holding the majority of the voting interests of such directing Certificateholders. For the avoidance of doubt,
neither the Indenture Trustee nor the Owner Trustee is required to, nor intends to, exercise discretion with respect to any action pursuant to this Section 9.24(a). 

(b) The Requesting Party will provide notice in accordance with the provisions of Section 9.6 of its intention to
refer the matter to mediation (including nonbinding arbitration) or arbitration, as applicable, to Santander Consumer, with a copy to the Issuer, the Seller, the Owner Trustee and the Indenture Trustee. Santander Consumer agrees that it will
participate in the resolution method selected by the Requesting Party. Santander Consumer shall provide notice to the Seller, the Issuer, the Owner Trustee, and the Indenture Trustee that Santander Consumer has received a request to mediate or
arbitrate a repurchase request. Upon receipt of such notice, the Seller, the Issuer, the Owner Trustee (acting at the direction of a Certificateholder), and the Indenture Trustee (acting at the direction of a Noteholder or Note Owner) shall advise
the Requesting Party and Santander Consumer of an intent to join in the mediation or arbitration, which shall result in their being joined as a Requesting Party in the Proceeding. A Requesting Party may not initiate a mediation (including nonbinding
arbitration) or arbitration pursuant to this Section 9.24 with respect to a Receivable that is, or has been, the subject of an ongoing or previous mediation or arbitration (whether by that Requesting Party or another
Requesting Party) but will have the right, subject to a determination by the parties to the existing mediation or arbitration that such joinder would not prejudice the rights of the participants to such existing mediation or arbitration or unduly
delay such Proceeding, to join an existing mediation or arbitration with respect to that Receivable if the mediation or arbitration has not yet concluded. In the case of any such joinder, if the initial Requesting Party is (i) the Indenture
Trustee (on behalf of one or more Noteholders or Note Owners), any decisions related to the mediation or arbitration will be made by the Indenture Trustee at the written direction of the Requesting Investor holding a majority of the Note Balance of
all of the Notes held by such directing Noteholders and/or Note Owners, and (ii) the Owner Trustee (on behalf of one or more Certificateholders), any decisions related to the mediation or arbitration will be made by the Owner Trustee on behalf
of the Certificateholders holding the majority of the voting interests of the directing Certificateholders. 
 (c) If the Requesting Party
selects mediation (including nonbinding arbitration) as the resolution method, the following provisions will apply: 
 (i)
The mediation will be administered by [a nationally recognized arbitration and mediation association] [one of [identify acceptable options]] selected by [the Requesting Party] pursuant to such association’s mediation procedures in effect at
such time. 
 (ii) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the
mediation. 

  

					
	    	  	43	  	Sale and Servicing Agreement (SDART 20[    ]-[  ])














 (iii) The mediator will be impartial, knowledgeable about and experienced
with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the American Arbitration Association (the “AAA”). 

(d) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply: 

(i) The arbitration will be administered by [a nationally recognized arbitration and mediation association] [one of [identify
acceptable options]] jointly selected by the parties, and if the parties are unable to agree on an association, by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such time. 

(ii) The arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are
relevant to the dispute hereunder and will be appointed from a list of neutrals maintained by AAA. 
 (iii) The arbitrator
will make its final determination no later than [90] days after appointment or as soon as practicable thereafter. The arbitrator will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in
any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by it[, and Santander Consumer shall not be required to pay more than the applicable Repurchase Price with respect to any
receivable which Santander Consumer is required to repurchase under the terms of the Purchase Agreement or this Agreement, as applicable]. In its final determination, the arbitrator will determine and award the costs of the arbitration (including
the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator in its reasonable discretion. The determination of the
arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. The determination may be enforced in any court of competent jurisdiction. 

(iv) No person may bring a putative or certified class action to arbitration. 

(e) The following provisions will apply to both mediations (including nonbinding arbitration) and arbitrations: 

(i) Any mediation or arbitration will be held in [New York, New York] or such other location mutually agreed to by the
Requesting Party and Santander Consumer; 
 (ii) Notwithstanding this dispute resolution provision, the parties will have the
right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; and 

(iii) The details and/or existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled
repurchase request, mediations or arbitration Proceedings conducted under this Section 9.24, including all offers, promises, 

  

					
	    	  	44	  	Sale and Servicing Agreement (SDART 20[    ]-[  ])














 
conduct and statements, whether oral or written, made in the course of the parties’ attempt to resolve an unfulfilled repurchase request, any information exchanged in connection with any
mediation, and any discovery taken in connection with any arbitration (collectively, “Confidential Information”), shall be and remain confidential and inadmissible (except disclosures required by applicable law) for any purpose,
including impeachment, in any mediation, arbitration or litigation, or other Proceeding (including any Proceeding under this Section 9.24) other than as required to be disclosed in accordance with applicable law, regulatory
requirements, or court order or to the extent that Santander Consumer, in its sole discretion, elects to disclose such information. Such information will be kept strictly confidential and will not be disclosed or discussed with any third party,
except that a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively “Representatives”), as reasonably required in connection with any resolution procedure
under this Section 9.24, and to the Asset Representations Reviewer, if an Asset Review has been conducted, if the disclosing party (a) directs such Representatives to keep the information confidential, (b) is
responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such information. If any party receives a subpoena or other
request for information from a third party (other than a governmental regulatory body) for Confidential Information, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production
of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a
matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required
to be disclosed. For the avoidance of doubt, if the Indenture Trustee is the Requesting Party, the Indenture Trustee may disclose Confidential Information with respect to an Asset Review to the Requesting Investor which directed the Indenture
Trustee in connection with such Asset Review. 
 SECTION 9.25 Cooperation with Voting. Each of Santander Consumer, the Seller
and the Issuer hereby acknowledges and agrees that it shall cooperate with the Indenture Trustee to facilitate any vote by the Instituting Noteholders pursuant to the terms of Section 7.6 of the Indenture. 

SECTION 9.26 EU Risk Retention. Santander Consumer hereby covenants and agrees, in connection with the EU Due Diligence and
Retention Rules, in each case as in effect and applicable on the Closing Date, on an ongoing basis, so long as any Notes remain Outstanding: 

(a) Santander Consumer, as “originator” for the purposes of those EU Due Diligence and Retention Rules, will retain upon issuance of
the Notes and on an ongoing basis a material net economic interest (the “Retained Interest”) of not less than 5% in the securitization transaction [described in the Prospectus][contemplated by the Transaction Documents], in the form of
retention of a first loss tranche, in accordance with the text of option (d) of Article 6(3) 

  

					
	    	  	45	  	Sale and Servicing Agreement (SDART 20[    ]-[  ])














 
of the EU Securitization Regulation, by holding all the membership interest in the Seller (or one or more other wholly-owned special purpose subsidiaries of Santander Consumer), which in turn
will retain a portion of the aggregate Percentage Interests of the Certificates, such portion representing at least 5% of the aggregate nominal value of the Receivables; 

(b) Santander Consumer will not (and will not permit the Seller or any of its other affiliates to) sell, hedge or otherwise mitigate its credit
risk under or associated with the Retained Interest, except to the extent permitted in accordance with the EU Due Diligence and Retention Rules; 

(c) Santander Consumer will not change the manner in which it retains the Retained Interest while any of the Notes are outstanding, except
under exceptional circumstances in accordance with the EU Due Diligence and Retention Rules; and 
 (d) Santander Consumer will provide
ongoing confirmation of Santander Consumer’s continued compliance with its obligations described in clauses (a), (b) and (c) above (i) in or concurrently with the delivery of each Servicer’s Certificate, (ii) on the occurrence of
any Event of Default and (iii) from time to time upon request by any Noteholder in connection with any material change in the performance of the Receivables or the Notes or any material breach of the Transaction Documents. 

[SIGNATURES FOLLOW] 

  

					
	    	  	46	  	Sale and Servicing Agreement (SDART 20[    ]-[  ])














 IN WITNESS WHEREOF, the parties have caused this Sale and Servicing Agreement to be duly
executed by their respective officers thereunto duly authorized as of the day and year first above written. 
  

			
	 SANTANDER DRIVE AUTO RECEIVABLES LLC, as Seller

		
	By:	 	  

		 	Name:
		 	Title:



  

					
	    	  	S-1	  	Sale and Servicing Agreement (SDART 20[    ]-[  ])














 
			
	[SANTANDER] DRIVE AUTO RECEIVABLES TRUST 20[    ]-[    ], as Issuer
		
	By:	 	[                    ],
		 	not in its individual capacity but
		 	solely as Owner Trustee
		
	By:	 	  

		 	Name:
		 	Title:



  

					
	    	  	S-2	  	Sale and Servicing Agreement (SDART 20[    ]-[  ])














 
			
	SANTANDER CONSUMER USA INC., as Servicer
		
	By:	 	  

		 	Name:
		 	Title:



  

					
	    	  	S-3	  	Sale and Servicing Agreement (SDART 20[    ]-[  ])














 
			
	[                    ], not in its individual capacity but solely as Indenture Trustee and Certificate Paying
Agent
		
	By:	 	  

		 	Name:
		 	Title:


  

  

					
	    	  	S-4	  	Sale and Servicing Agreement (SDART 20[    ]-[  ])














 SCHEDULE I 

NOTICE ADDRESSES 
 If to the
Issuer: 
 [Santander] Drive Auto Receivables Trust 20[    ]-[    ] 

[                    ] 

Facsimile: 
 Attention: 

with copies to the Administrator and the Indenture Trustee 

If to Santander Consumer, the Servicer or the Administrator: 

Santander Consumer USA Inc. 
 1601 Elm Street, Suite 800 

Dallas, Texas 75201 
 Facsimile: 

Attention: 
 Email: 

If to the Seller: 
 Santander Drive Auto Receivables LLC

 1601 Elm Street, Suite 800 
 Dallas, Texas 75201 

Facsimile: 
 Attention: 

Email: 
 If to the Indenture Trustee, Certificate Paying Agent
or Certificate Registrar: 

[                        ] 

If to the Owner Trustee: 

[                    ] 

If to the Asset Representations Reviewer: 

[                    ] 

  

					
	    	  	I-1	  	 Schedule I to the

Sale and Servicing Agreement















 EXHIBIT A 

FORM OF ASSIGNMENT PURSUANT TO SALE AND SERVICING AGREEMENT 

[            ], 20[    ] 

For value received, in accordance with the Sale and Servicing Agreement (the “Agreement”), dated as of
[            ], 20[    ], by and between [Santander] Drive Auto Receivables Trust 20[    ]-[    ], a Delaware statutory trust
(the “Issuer”), Santander Drive Auto Receivables LLC, a Delaware limited liability company (the “Seller”), Santander Consumer USA Inc., an Illinois corporation (“Santander Consumer”), and
[                ] (the “Indenture Trustee”), on the terms and subject to the conditions set forth in the Agreement, the Seller does hereby irrevocably
sell, transfer, assign and otherwise convey to the Issuer on the Closing Date, without recourse (subject to the obligations in the Agreement) all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the
Receivables set forth on the schedule of Receivables delivered by the Seller to the Issuer on the date hereof, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating
thereto, together with all of the Seller’s rights under the Purchase Agreement and all proceeds of the foregoing, which sale shall be effective as of the Cut-Off Date. 

The foregoing sale does not constitute and is not intended to result in an assumption by the Issuer of any obligation of the Seller or any
Originator to the Obligors, the Dealers, insurers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto. 

This assignment is made pursuant to and upon the representations, warranties and agreements on the part of the undersigned contained in the
Agreement and is governed by the Agreement. 
 Capitalized terms used herein and not otherwise defined shall have the meaning assigned to
them in the Agreement. 
 [Remainder of page intentionally left blank.] 

  

					
	    	  	A-1	  	 Exhibit A to the

Sale and Servicing Agreement















 IN WITNESS HEREOF, the undersigned has caused this assignment to be duly executed as of the
date first above written. 
  

			
	SANTANDER DRIVE AUTO RECEIVABLES LLC
		
	By:	 	              

	Name:
	Title:	 	



  

					
	    	  	A-2	  	 Exhibit A to the

Sale and Servicing Agreement















 EXHIBIT B 

PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS 

In addition to the representations, warranties and covenants contained in the Agreement, the Seller hereby represents, warrants, and covenants
to the Issuer and the Indenture Trustee as follows on the Closing Date: 
 General 

1. The Sale and Servicing Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Receivables and the other
Transferred Assets in favor of the Issuer, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Seller. 

2. The Receivables constitute “tangible chattel paper” “electronic chattel paper,” “accounts,” “instruments” or
“general intangibles,” within the meaning of the UCC. 
 3. Each Receivable is secured by a first priority validly perfected security interest in
the related Financed Vehicle in favor of the [applicable] Originator (or its assignee), as secured party, or all necessary actions with respect to such Receivable have been taken or will be taken to perfect a first priority security interest in the
related Financed Vehicle in favor of the [applicable] Originator (or its assignee), as secured party. 
 Creation 

4. Immediately prior to the sale, transfer, assignment and conveyance of a Receivable by the Seller to the Issuer, the Seller owned and had good and
marketable title to such Receivable free and clear of any Lien and immediately after the sale, transfer, assignment and conveyance of such Receivable to the Issuer, the Issuer will have good and marketable title to such Receivable free and clear of
any Lien. 
 5. The Seller has received all consents and approvals to the sale of the Receivables hereunder to the Issuer required by the terms of the
Receivables that constitute instruments. 
 Perfection 

6. The Seller has caused or will have caused, within ten days after the effective date of the Sale and Servicing Agreement, the filing of all appropriate
financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the sale of the Receivables from the Seller to Issuer, and the security interest in the Receivables granted to the Issuer
hereunder; and the Servicer, in its capacity as custodian, has in its possession the original copies of such instruments or tangible chattel paper that constitute or evidence the Receivables, and all financing statements referred to in this
paragraph contain a statement that: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Secured Party/Purchaser”. 

7. With respect to Receivables that constitute instruments or tangible chattel paper, either: 

  

					
	    	  	B-1	  	 Exhibit B to the

Sale and Servicing Agreement















 (i) All original executed copies of each such instrument or tangible chattel paper have been
delivered to the Indenture Trustee, as pledgee of the Issuer; or 
 (ii) Such instruments or tangible chattel paper are in the possession of
the Servicer and the Indenture Trustee has received a written acknowledgment from the Servicer that the Servicer, in its capacity as custodian, is holding such instruments or tangible chattel paper solely on behalf and for the benefit of the
Indenture Trustee, as pledgee of the Issuer; or 
 (iii) The Servicer received possession of such instruments or tangible chattel paper after
the Indenture Trustee received a written acknowledgment from the Servicer that the Servicer is acting solely as agent of the Indenture Trustee, not in its individual capacity but solely as Indenture Trustee, as pledgee of the Issuer. 

Priority 
 8. Neither the Seller nor
Santander Consumer has authorized the filing of, or is aware of any financing statements against either the Seller or Santander Consumer that include a description of collateral covering the Receivables other than any financing statement
(i) relating to the conveyance of the Receivables by Santander Consumer to the Seller under the Purchase Agreement, (ii) relating to the conveyance of the Receivables by the Seller to the Issuer hereunder, (iii) relating to the
security interest granted by the Issuer to the Indenture Trustee under the Indenture or (iv) that has been terminated. 
 9. Neither the Seller nor
Santander Consumer is aware of any material judgment, ERISA or tax lien filings against either the Seller or Santander Consumer. 
 10. Neither the Seller
nor Santander Consumer nor a custodian or vaulting agent thereof holding any Receivable that is electronic chattel paper has communicated an “authoritative copy” (as such term is used in
Section 9-105 of the UCC) of any loan agreement that constitutes or evidences such Receivable to any Person other than the Servicer. 

11. None of the instruments, tangible chattel paper or electronic chattel paper that constitute or evidence the Receivables has any marks or notations
indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Seller, the Issuer or the Indenture Trustee. 

Survival of Perfection Representations 

12. Notwithstanding any other provision of the Sale and Servicing Agreement or any other Transaction Document, the perfection representations, warranties and
covenants contained in this Exhibit B shall be continuing, and remain in full force and effect until such time as all obligations under the Transaction Documents and the Notes have been finally and fully paid and performed. 

No Waiver 
 13. The Seller and the
Servicer shall provide the Rating Agencies with prompt written notice of any material breach of the perfection representations, warranties and covenants contained in 

  

					
	    	  	B-2	  	 Exhibit B to the

Sale and Servicing Agreement















 
this Exhibit B, and shall not, without satisfying the Rating Agency Condition, waive a breach of any of such perfection representations, warranties or covenants. 

  

					
	    	  	B-3	  	 Exhibit B to the

Sale and Servicing Agreement















 EXHIBIT C 

SERVICING CRITERIA TO BE ADDRESSED IN 

INDENTURE TRUSTEE’S AND SERVICER’S ASSESSMENT OF COMPLIANCE 

The assessment of compliance to be delivered by the Indenture Trustee or the Servicer, as applicable, shall address, at a minimum, the
criteria identified below as “Applicable Indenture Trustee Servicing Criteria” or “Applicable Servicer Servicing Criteria”, as applicable: 
  

									
	 Servicing Criteria
	  	
Applicable
Indenture
Trustee
Servicing
Criteria
	  	
Applicable
Servicer
Servicing
Criteria
	  	 Inapplicable
Servicing
Criteria

	 Reference
	  	 Criteria
	  	 	  	 	  	 
		  	General Servicing Considerations	  		  		  	
					
	1122(d)(1)(i)	  	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	  		  	X	  	
					
	1122(d)(1)(ii)	  	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.	  		  	X	  	
					
	1122(d)(1)(iii)	  	Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained.	  		  	X	  	
					
	1122(d)(1)(iv)	  	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of
the transaction agreements.	  		  		  	X
					
	1122(d)(1)(v)	  	Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	  		  	X	  	
					
		  	Cash Collection and Administration	  		  		  	
					
	1122(d)(2)(i)	  	Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction
agreements.	  		  	X	  	
					
	1122(d)(2)(ii)	  	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	  	X	  	X	  	
					
	1122(d)(2)(iii)	  	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.	  		  		  	X
					
	1122(d)(2)(iv)	  	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the
transaction agreements.	  		  	X	  	
					
	1122(d)(2)(v)	  	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a
foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.	  		  	X	  	
					
	1122(d)(2)(vi)	  	Unissued checks are safeguarded so as to prevent unauthorized access.	  		  		  	X


  

					
	    	  	C-1	  	 Exhibit C to the

Sale and Servicing Agreement
















									
	 Servicing Criteria
	  	
Applicable
Indenture
Trustee
Servicing
Criteria
	  	
Applicable
Servicer
Servicing
Criteria
	  	 Inapplicable
Servicing
Criteria

	 Reference
	  	 Criteria
	  	 	  	 	  	 
					
	1122(d)(2)(vii)	  	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate;
(B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation;
and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	  		  	X	  	
					
		  	Investor Remittances and Reporting	  		  		  	
					
	1122(d)(3)(i)	  	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in
accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by
its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the Servicer.	  		  	X	  	
					
	1122(d)(3)(ii)	  	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	  	X1	  	X	  	
					
	1122(d)(3)(iii)	  	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.	  	X	  	X	  	
					
	1122(d)(3)(iv)	  	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	  	X	  	X	  	
					
		  	Pool Asset Administration	  		  		  	
					
	1122(d)(4)(i)	  	Collateral or security on pool assets is maintained as required by the transaction agreements or related asset pool documents.	  		  	X	  	
					
	1122(d)(4)(ii)	  	Pool assets and related documents are safeguarded as required by the transaction agreements	  		  	X	  	
					
	1122(d)(4)(iii)	  	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.	  		  	X	  	
					
	1122(d)(4)(iv)	  	Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number
of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related asset pool documents.	  		  	X	  	
					
	1122(d)(4)(v)	  	The Servicer’s records regarding the accounts and the accounts agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.	  		  	X	  	

  

	1 	 Solely with regard to timeframes and that distributions were made in accordance with the instructions of the
Servicer. 



  

					
	    	  	C-2	  	 Exhibit C to the

Sale and Servicing Agreement
















									
	 Servicing Criteria
	  	
Applicable
Indenture
Trustee
Servicing
Criteria
	  	
Applicable
Servicer
Servicing
Criteria
	  	 Inapplicable
Servicing
Criteria

	 Reference
	  	 Criteria
	  	 	  	 	  	 
					
	1122(d)(4)(vi)	  	Changes with respect to the terms or status of an obligor’s account (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the
transaction agreements and related pool asset documents.	  		  	X	  	
					
	1122(d)(4)(vii)	  	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or
other requirements established by the transaction agreements.	  		  	X	  	
					
	1122(d)(4)(viii)	  	Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period
specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g.,
illness or unemployment).	  		  	X	  	
					
	1122(d)(4)(ix)	  	Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.	  		  		  	X
					
	1122(d)(4)(x)	  	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s Account documents, on at least an annual basis, or such other period specified in the
transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable Account documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment
of the related Accounts, or such other number of days specified in the transaction agreements.	  		  		  	X
					
	1122(d)(4)(xi)	  	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support
has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	  		  		  	X
					
	1122(d)(4)(xii)	  	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or
omission.	  		  		  	X
					
	1122(d)(4)(xiii)	  	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.	  		  		  	X
					
	1122(d)(4)(xiv)	  	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	  		  	X	  	
					
	1122(d)(4)(xv)	  	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.	  		  	X	  	


  

					
	    	  	C-3	  	 Exhibit C to the

Sale and Servicing Agreement















 EXHIBIT D 

FORM OF INDENTURE TRUSTEE’S ANNUAL CERTIFICATION 

Re: [SANTANDER] DRIVE AUTO RECEIVABLES TRUST 20[     ]-[     ] 

[                    ], not in its
individual capacity but solely as indenture trustee (the “Indenture Trustee”), certifies to Santander Drive Auto Receivables LLC (the “Seller”), and its officers, with the knowledge and intent that they will rely upon this
certification, that: 
 (1) It has reviewed the report on assessment of the Indenture Trustee’s compliance provided in
accordance with Rules 13a-18 and 15d-18 under the Securities Exchange Act of 1934, as amended, and Item 1122 of Regulation AB (the “Servicing Assessment”) that
was delivered by the Indenture Trustee to the Seller pursuant to the Sale and Servicing Agreement (the “Agreement”), dated as of [            ], 20[     ], by
and between Santander Consumer USA Inc., the Seller, the Indenture Trustee and [Santander] Drive Auto Receivables Trust 20[    ]-[    ] (collectively, the “Indenture Trustee Information”); 

(2) To the best of its knowledge, the Servicing Assessment, taken as a whole, does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period of time covered by the Servicing Assessment; and

 (3) To the best of its knowledge, all of the information required to be provided by the Indenture Trustee pursuant to
Sections 9.21 and 9.22 of the Agreement has been provided to the Seller. 
  

			
		 	[                    ], not in its individual capacity but solely as Indenture Trustee
		
		 	Date:
                                         
       


  

					
	    	  	D-1	  	 Exhibit D to the

Sale and Servicing Agreement















 APPENDIX A 

DEFINITIONS 
 The
following terms have the meanings set forth, or referred to, below: 
 “144A Notes” means [the Class E Notes and] any
Note retained by the Depositor or an Affiliate thereof on the Closing Date. 
 “60-Day
Delinquent Receivables” means, as of any date of determination, all Receivables (other than Repurchased Receivables and Defaulted Receivables) that are sixty (60) or more days delinquent as of such date (or, if such date is not the
last day of a Collection Period, as of the last day of the Collection Period immediately preceding such date), as determined in accordance with the Servicer’s Customary Servicing Practices. 

“Accrued Class A Note Interest” means, with respect to any Payment Date, the sum of the Class A
Noteholders’ Monthly Accrued Interest for such Payment Date and the Class A Noteholders’ Interest Carryover Shortfall for such Payment Date. 

“Accrued Class B Note Interest” means, with respect to any Payment Date, the sum of the Class B
Noteholders’ Monthly Accrued Interest for such Payment Date and the Class B Noteholders’ Interest Carryover Shortfall for such Payment Date. 

“Accrued Class C Note Interest” means, with respect to any Payment Date, the sum of the Class C
Noteholders’ Monthly Accrued Interest for such Payment Date and the Class C Noteholders’ Interest Carryover Shortfall for such Payment Date. 

“Accrued Class D Note Interest” means, with respect to any Payment Date, the sum of the Class D
Noteholders’ Monthly Accrued Interest for such Payment Date and the Class D Noteholders’ Interest Carryover Shortfall for such Payment Date. 

[“Accrued Class E Note Interest” means, with respect to any Payment Date, the sum of the Class E
Noteholders’ Monthly Accrued Interest for such Payment Date and the Class E Noteholders’ Interest Carryover Shortfall for such Payment Date.] 

“Act” has the meaning set forth in Section 11.3(a) of the Indenture. 

“Administration Agreement” means the Administration Agreement, dated as of the Closing Date, between the Administrator, the
Issuer and the Indenture Trustee, as the same may be amended and supplemented from time to time. 
 “Administrator” means
Santander Consumer, or any successor Administrator under the Administration Agreement. 
 “Affiliate” means, for any
specified Person, any other Person which, directly or indirectly, controls, is controlled by or is under common control with such specified Person and “affiliated” has a meaning correlative to the foregoing. For purposes of this
definition, “control” means the power, directly or indirectly, to cause the direction of the management and policies of a Person. 

  

					
	    	  		  	Definitions (20[    ]-[  ])














 “Applicable Tax State” means, as of any date, each of the following:
(a) the State in which the Issuer is located, and (b) the States of Texas and Illinois. 
 “Asset Representations Review
Agreement” means the Asset Representations Review Agreement, dated as of the date hereof, between the Issuer, the Sponsor, the Servicer and the Asset Representations Reviewer. 

“Asset Representations Reviewer” means [            ], or any
successor Asset Representations Reviewer under the Asset Representations Review Agreement. 
 “Asset Review” has the
meaning assigned to such term in the Asset Representations Review Agreement. 
 “Assumption Date” has the meaning set forth
in Section 9.23 of the Sale and Servicing Agreement. 
 “Authenticating Agent” means any Person
authorized by the Indenture Trustee to act on behalf of the Indenture Trustee to authenticate and deliver the Notes. 
 “Authorized
Newspaper” means a newspaper of general circulation in the City of New York, printed in the English language and customarily published on each Business Day, whether or not published on Saturdays, Sundays and holidays. 

“Authorized Officer” means (a) with respect to the Issuer, (i) any officer of the Owner Trustee who is authorized
to act for the Owner Trustee in matters relating to the Issuer (including any agent of the Owner Trustee acting under a power of attorney) and who is identified on the list of Authorized Officers delivered by the Owner Trustee to the Indenture
Trustee on the Closing Date (as such list may be modified or supplemented from time to time thereafter) or (ii) so long as the Administration Agreement is in effect, any officer of the Administrator who is authorized to act for the
Administrator in matters relating to the Issuer pursuant to the Administration Agreement and who is identified on the list of Authorized Officers delivered by the Administrator to the Owner Trustee and the Indenture Trustee on the Closing Date (as
such list may be modified or supplemented from time to time thereafter) and (b) with respect to the Owner Trustee, the Indenture Trustee and the Servicer, any officer of the Owner Trustee, the Indenture Trustee or the Servicer, as applicable,
who is authorized to act for the Owner Trustee, the Indenture Trustee or the Servicer, as applicable, in matters relating to the Transaction Documents and who is identified on the list of Authorized Officers delivered by each of the Owner Trustee,
the Indenture Trustee and the Servicer, as applicable, to the Indenture Trustee on the Closing Date (as such list may be modified or supplemented from time to time thereafter). 

“Available Funds” means, for any Payment Date and the related Collection Period, an amount equal to the sum of the following
amounts: (i) all Collections received by the Servicer during such Collection Period, (ii) the sum of the Repurchase Prices deposited into the Collection Account with respect to each Receivable that is to become a Repurchased Receivable on
such Payment Date, (iii) the Reserve Account Excess Amount for such Payment Date and (iv) the Optional Purchase Price deposited into the Collection Account in connection with the exercise of the Optional Purchase, [(iv) the Net Swap
Receipts (excluding Swap Termination Payments received from the Swap Counterparty and deposited into the Swap Termination 

  

					
	    	  	A-2	  	Definitions (20[    ]-[  ])














 
Payment Account), (v) amounts on deposit in the Swap Termination Payment Account to the extent such amounts are required to be included in Available Funds pursuant to Section 4.10(d) of the
Sale and Servicing Agreement and (vi) Swap Replacement Proceeds, to the extent required to be included in Available Funds pursuant to Section 4.10(f) of the Sale and Servicing Agreement]. 

“Available Funds Shortfall Amount” means, as of any Payment Date, the amount, if any, by which the sum of the amounts
required to be paid pursuant to clauses first through [twelfth] of Section 4.4(a) of the Sale and Servicing Agreement exceeds the Available Funds for such Payment Date. 

“Banco Santander, S.A.” means Banco Santander, S.A., and its successors and assigns. 

“Bankruptcy Code” means the United States Bankruptcy Code, 11 U.S.C. 101 et seq., as amended. 

“Bankruptcy Event” means, with respect to any Person, (i) the filing of a decree or order for relief by a court having
jurisdiction in the premises in respect of such Person in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator or similar official of such Person, or ordering the winding-up or liquidation of such Person’s affairs, and such decree or order shall remain unstayed and in effect for a period of
90 consecutive days or (ii) the commencement by such Person of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by such Person to the entry of an order
for relief in an involuntary case under any such law, or the consent by such Person to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of such Person, or the making by
such Person of any general assignment for the benefit of creditors, or the failure by such Person generally to pay its debts as such debts become due, or the taking of action by such Person in furtherance of any of the foregoing. 

“Bankruptcy Remote Party” means each of the Seller, the Issuer, any other trust created by the Seller or any limited
liability company or corporation wholly-owned by the Seller. 
 “Benefit Plan” means (i) any “employee benefit
plan” as defined in Section 3(3) of ERISA, that is subject to Title I of ERISA, (ii) a “plan” as described by Section 4975(e)(1) of the Code, that is subject to Section 4975 of the Code or (iii) any entity
deemed to hold the plan assets of any of the foregoing by reason of such employee benefit plan’s or other plan’s investment in such entity. 

“Book-Entry Certificates” means the Certificates held by a Clearing Agency or its nominee and with respect to which
beneficial ownership and transfers thereof shall be made through book entries by a Clearing Agency as described in Section 3.3 of the Trust Agreement. 

“Book-Entry Notes” means a beneficial interest in the Notes, ownership and transfers of which shall be made through book
entries by a Clearing Agency as described in Section 2.10 of the Indenture. 

  

					
	    	  	A-3	  	Definitions (20[    ]-[  ])














 “Business Day” means any day other than a Saturday, a Sunday or a day on
which banking institutions in the states of Delaware, Illinois, Texas or New York, or in the state in which the Corporate Trust Office of the Indenture Trustee is located, are authorized or obligated by law, executive order or government decree to
be closed. 
 “Certificate” means a certificate substantially in the form of Exhibit A to the Trust Agreement
evidencing a beneficial ownership interest in the Issuer. For the avoidance of doubt, the references in the Transaction Documents to a “Certificate” or a “Certificateholder,” unless the context otherwise requires, shall be deemed
to be references to “Certificates” or “Certificateholders” if more than one Certificate has been issued. 

“Certificate Distribution Account” means the account designated as such, established and maintained pursuant to
Section 4.1 of the Sale and Servicing Agreement. 
 [“Certificate Investor Representation Letter”
means a certificate investor representation letter, substantially in the form of Exhibit B to the Trust Agreement.] 

“Certificate of Title” means, with respect to any Financed Vehicle, the certificate of title or other documentary evidence of
ownership of such Financed Vehicle as issued by the department, agency or official of the jurisdiction (whether in paper or electronic form) in which such Financed Vehicle is titled and which is responsible for accepting applications for, and
maintaining records regarding, certificates of title and liens thereon. 
 “Certificate Owner” means, with respect to any
Book-Entry Certificate, the Person who is the beneficial owner of such Book-Entry Certificate, as reflected on the books of the Clearing Agency or a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant
or as an indirect participant, in each case in accordance with the rules of such Clearing Agency). 
 “Certificate Paying
Agent” means [                                ] or any other Person appointed as
the successor Certificate Paying Agent pursuant to Section 3.8 of the Trust Agreement. 
 “Certificate
Register” has the meaning specified in Section 3.6 of the Trust Agreement. 
 “Certificate
Registrar” has the meaning specified in Section 3.6 of the Trust Agreement. 

“Certificateholder” means, as of any date, the Person in whose name a Certificate is registered on the Certificate Register
on such date. 
 “Class” means a group of Notes whose form is identical except for variation in denomination, principal
amount or owner, and references to “each Class” thus mean each of the Class A-1 Notes, the Class A-2[-A]
Notes, [the Class A-2-B Notes,] the Class A-3 Notes, [the Class A-4
Notes,] the Class B Notes, the Class C Notes, the Class D Notes [and the Class E Notes]. 

  

					
	    	  	A-4	  	Definitions (20[    ]-[  ])














 “Class A Note Balance” means, at any time, the sum of
the Class A-1 Note Balance, the Class A-2[-A] Note Balance, [the Class A-2-B Note Balance,] the Class A-3 Note Balance [and the Class A-4 Note Balance] at such time. 

“Class A Noteholders’ Interest Carryover Shortfall” means, with respect to any Payment Date, the
excess, if any, of (A) the sum of (i) the Class A Noteholders’ Monthly Accrued Interest for the preceding Payment Date and (ii) any Class A Noteholders’ Interest Carryover Shortfall on such preceding Payment Date,
over (B) the amount in respect of interest that was actually paid to Noteholders of Class A Notes on such preceding Payment Date, plus interest on the amount of interest due but not paid to Noteholders of Class A Notes on such
preceding Payment Date, to the extent permitted by law, at the respective Interest Rates borne by such Class A Notes for the related Interest Period. 

“Class A Noteholders’ Monthly Accrued Interest” means, with respect to any Payment Date, the
aggregate interest accrued for the related Interest Period on the Class A-1 Notes, the Class A-2[-A] Notes, [the Class A-2-B Notes], the Class A-3 Notes [and the Class A-4 Notes] at the
respective Interest Rate for such Class on the Note Balance of the Notes of each such Class on the Closing Date, with respect to the first Payment Date, and on the immediately preceding Payment, after giving effect to all payments of
principal to the Noteholders of the Notes of such Class on or prior to such preceding Payment Date. 

“Class A Notes” means, collectively, the Class A-1 Notes, the
Class A-2 Notes, the Class A-3 Notes [and the Class A-4 Notes]. 

“Class A-1 Final Scheduled Payment Date” means the Payment Date
occurring in [        ]. 

“Class A-1 Interest Rate” means
[        ]% per annum (computed on the basis of the actual number of days elapsed during the applicable Interest Period, but assuming a 360-day year). 

“Class A-1 Note Balance” means, at any time, the Initial Class A-1 Note Balance reduced by all payments of principal made prior to such time on the Class A-1 Notes. 

“Class A-1 Noteholder” means the Person in whose name a Class A-1 Note is registered on the Note Register. 
 “Class A-1 Notes” means the Class of Auto Loan Asset Backed Notes designated as Class A-1 Notes, issued in accordance with the Indenture. 

“Class A-2 Final Scheduled Payment Date” means the Payment Date
occurring in [        ]. 

“Class A-2 Noteholder” means the Person in whose name a Class A-2 Note is registered on the Note Register. 
 “Class A-2 Notes” means [the Class of Auto Loan Asset Backed Notes designated as Class A-2 Notes, issued in accordance with the Indenture][collectively, the Class A-2-A Notes and the Class A-2-B Notes]. 

  

					
	    	  	A-5	  	Definitions (20[    ]-[  ])















“Class A-2[-A] Interest
Rate” means [        ]% per annum (computed on the basis of a 360-day year of twelve 30-day months). 

“Class A-2[-A] Note
Balance” means, at any time, the Initial Class A-2[-A] Note Balance reduced by all payments of principal made prior to such time on the Class A-2[-A] Notes. 
 [“Class A-2-A Notes” means the Class of Auto Loan Asset Backed Notes designated as
Class A-2-A Notes, issued in accordance with the Indenture.] 

[“Class A-2-B Interest
Rate” means LIBOR + [    ]% per annum (computed on the basis of the actual number of days elapsed during the applicable Interest Period, but assuming a 360 day year); provided, however, that for any Interest Period for
which the sum of LIBOR + [    ]% is less than 0.00%, the Class A-2-B Interest Rate shall be deemed to be 0.00%.] 

[“Class A-2-B Note
Balance” means, at any time, the Initial Class A-2-B Note Balance reduced by all payments of principal made prior to such time on the Class A-2-B Notes.] 
 [“Class A-2-B Notes” means the Class of Auto Loan Asset Backed Notes designated as
Class A-2-B Notes, issued in accordance with the Indenture.] 

“Class A-3 Final Scheduled Payment Date” means the Payment Date
occurring in [    ]. 
 “Class A-3 Interest
Rate” means [        ]% per annum (computed on the basis of a 360-day year of twelve 30-day months). 

“Class A-3 Note Balance” means, at any time, the Initial Class A-3 Note Balance reduced by all payments of principal made prior to such time on the Class A-3 Notes. 

“Class A-3 Noteholder” means the Person in whose name a Class A-3 Note is registered on the Note Register. 
 “Class A-3 Notes” means the Class of Auto Loan Asset Backed Notes designated as Class A-3 Notes, issued in accordance with the Indenture. 

“Class A-4 Final Scheduled Payment Date” means the Payment Date
occurring in [    ]. 
 “Class A-4 Interest
Rate” means [        ]% per annum (computed on the basis of a 360-day year of twelve 30-day months). 

“Class A-4 Note Balance” means, at any time, the Initial Class A-4 Note Balance reduced by all payments of principal made prior to such time on the Class A-4 Notes. 

“Class A-4 Noteholder” means the Person in whose name a Class A-4 Note is registered on the Note Register. 
 “Class A-4 Notes” means the Class of Auto Loan Asset Backed Notes designated as Class A-4 Notes, issued in accordance with the Indenture. 

“Class B Final Scheduled Payment Date” means the Payment Date occurring in
[        ]. 

  

					
	    	  	A-6	  	Definitions (20[    ]-[  ])














 “Class B Interest Rate” means
[        ] per annum (computed on the basis of a 360-day year of twelve 30-day months). 

“Class B Note Balance” means, at any time, the Initial Class B Note Balance reduced by all payments
of principal made prior to such time on the Class B Notes. 
 “Class B Noteholder” means the Person
in whose name a Class B Note is registered on the Note Register. 
 “Class B Noteholders’ Interest
Carryover Shortfall” means, with respect to any Payment Date, the excess, if any, of (A) the sum of (i) the Class B Noteholders’ Monthly Accrued Interest for the preceding Payment Date and (ii) any Class B
Noteholders’ Interest Carryover Shortfall on such preceding Payment Date, over (B) the amount in respect of interest that was actually paid to Noteholders of Class B Notes on such preceding Payment Date, plus interest on the amount of
interest due but not paid to Noteholders of Class B Notes on such preceding Payment Date, to the extent permitted by law, at the Class B Interest Rate for the related Interest Period. 

“Class B Noteholders’ Monthly Accrued Interest” means, with respect to any Payment Date, the
aggregate interest accrued for the related Interest Period on the Class B Notes at the Class B Interest Rate on the Class B Note Balance on the Closing Date, with respect to the first Payment Date, and on the immediately preceding
Payment Date, after giving effect to all payments of principal to the Class B Noteholders on or prior to such preceding Payment Date. 

“Class B Notes” means the Class of Auto Loan Asset Backed Notes designated as Class B Notes,
issued in accordance with the Indenture. 
 “Class C Final Scheduled Payment Date” means the Payment
Date occurring in [    ]. 
 “Class C Interest Rate” means
[    ]% per annum (computed on the basis of a 360-day year of twelve 30-day months). 

“Class C Note Balance” means, at any time, the Initial Class C Note Balance reduced by all payments
of principal made prior to such time on the Class C Notes. 
 “Class C Noteholder” means the Person
in whose name a Class C Note is registered on the Note Register. 
 “Class C Noteholders’ Interest
Carryover Shortfall” means, with respect to any Payment Date, the excess, if any, of (A) the sum of (i) the Class C Noteholders’ Monthly Accrued Interest for the preceding Payment Date and (ii) any Class C
Noteholders’ Interest Carryover Shortfall on such preceding Payment Date, over (B) the amount in respect of interest that was actually paid to Noteholders of Class C Notes on such preceding Payment Date, plus interest on the amount of
interest due but not paid to Noteholders of Class C Notes on such preceding Payment Date, to the extent permitted by law, at the Class C Interest Rate for the related Interest Period. 

“Class C Noteholders’ Monthly Accrued Interest” means, with respect to any Payment Date, the
aggregate interest accrued for the related Interest Period on the Class C Notes at the Class C Interest Rate on the Class C Note Balance on the Closing Date, with respect to the first 


  

					
	    	  	A-7	  	Definitions (20[    ]-[  ])














 
Payment Date, and on the immediately preceding Payment Date, after giving effect to all payments of principal to the Class C Noteholders on or prior to such preceding Payment Date. 

“Class C Notes” means the Class of Auto Loan Asset Backed Notes designated as Class C Notes,
issued in accordance with the Indenture. 
 “Class D Final Scheduled Payment Date” means the Payment
Date occurring in [        ]. 
 “Class D Interest Rate” means
[        ]% per annum (computed on the basis of a 360-day year of twelve 30-day months). 

“Class D Note Balance” means, at any time, the Initial Class D Note Balance reduced by all payments
of principal made prior to such time on the Class D Notes. 
 “Class D Noteholder” means the Person
in whose name a Class D Note is registered on the Note Register. 
 “Class D Noteholders’ Interest
Carryover Shortfall” means, with respect to any Payment Date, the excess, if any, of (A) the sum of (i) the Class D Noteholders’ Monthly Accrued Interest for the preceding Payment Date and (ii) any Class D
Noteholders’ Interest Carryover Shortfall on such preceding Payment Date, over (B) the amount in respect of interest that was actually paid to Noteholders of Class D Notes on such preceding Payment Date, plus interest on the amount of
interest due but not paid to Noteholders of Class D Notes on such preceding Payment Date, to the extent permitted by law, at the Class D Interest Rate for the related Interest Period. 

“Class D Noteholders’ Monthly Accrued Interest” means, with respect to any Payment Date, the
aggregate interest accrued for the related Interest Period on the Class D Notes at the Class D Interest Rate on the Class D Note Balance on the Closing Date, with respect to the first Payment Date, and on the immediately preceding
Payment Date, after giving effect to all payments of principal to the Class D Noteholders on or prior to such preceding Payment Date. 

“Class D Notes” means the Class of Auto Loan Asset Backed Notes designated as Class D Notes,
issued in accordance with the Indenture. 
 [“Class E Final Scheduled Payment Date” means the Payment
Date occurring in [        ].] 
 [“Class E Interest Rate” means
[[        ]% per annum (computed on the basis of a 360-day year of twelve 30-day
months)][[        ]% per annum through and including the Interest Period for the [        ] Payment Date following the Closing Date. For each Interest Period following
the Interest Period for such twenty-fourth Payment Date, (i) if on the [        ] Payment Date the Targeted Overcollateralization Amount has been reached, interest on the Class E Notes will accrue at
[        ]% per annum, or (ii) if on the [        ] Payment Date the Targeted Overcollateralization Amount has not been reached, interest on the Class E Notes
will accrue at [        ]% per annum (computed, in each case, on the basis of a 360-day year of twelve 30-day months).]] 

[“Class E Note Balance” means, at any time, the Initial Class E Note Balance reduced by all payments
of principal made prior to such time on the Class E Notes.] 

  

					
	    	  	A-8	  	Definitions (20[    ]-[  ])














 [“Class E Noteholder” means the Person in whose name a
Class E Note is registered on the Note Register.] 
 [“Class E Noteholders’ Interest Carryover
Shortfall” means, with respect to any Payment Date, the excess, if any, of (A) the sum of (i) the Class E Noteholders’ Monthly Accrued Interest for the preceding Payment Date and (ii) any Class E
Noteholders’ Interest Carryover Shortfall on such preceding Payment Date, over (B) the amount in respect of interest that was actually paid to Noteholders of Class E Notes on such preceding Payment Date, plus interest on the amount of
interest due but not paid to Noteholders of Class E Notes on such preceding Payment Date, to the extent permitted by law, at the respective Interest Rates borne by such Class E Notes for the related Interest Period.] 

[“Class E Noteholders’ Monthly Accrued Interest” means, with respect to any Payment Date, the
aggregate interest accrued for the related Interest Period on the Class E Notes at the Class E Interest Rate on the Class E Note Balance on the Closing Date, with respect to the first Payment Date, and on the immediately preceding
Payment Date, after giving effect to all payments of principal to the Class E Noteholders on or prior to such preceding Payment Date.] 

[“Class E Notes” means the Class of Auto Loan Asset Backed Notes designated as Class E Notes,
issued in accordance with the Indenture.] 
 “Clearing Agency” means an organization registered as a “clearing
agency” pursuant to Section 17A of the Exchange Act and shall initially be DTC. 
 “Clearing Agency Participant”
means a broker, dealer, bank or other financial institution or other Person for which from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency. 

“Closing Date” means [            ],
20[    ]. 
 “Code” means the Internal Revenue Code of 1986, as amended, modified or supplemented from
time to time, and any successor law thereto, and the regulations promulgated and the rulings issued thereunder. 

“Collateral” has the meaning set forth in the Granting Clause of the Indenture. 

“Collection Account” means the trust account established and maintained pursuant to Section 4.1 of
the Sale and Servicing Agreement. 
 “Collection Period” means the period commencing on the first day of each calendar
month and ending on the last day of such calendar month (or, in the case of the initial Collection Period, the period commencing on the close of business on the Cut-Off Date and ending on
[            ]). As used herein, the “related” Collection Period with respect to any date of determination or a Payment Date shall be deemed to be the Collection Period which
immediately precedes such date of determination or Payment Date. 
 “Collections” means, to the extent received by
the Servicer after the Cut-Off Date, the sum of (A) with respect to any Receivable, (i) any monthly payment by or on behalf of the 

  

					
	    	  	A-9	  	Definitions (20[    ]-[  ])














 
Obligor thereunder, (ii) any full or partial prepayment of such Receivable, and (iii) any other amounts received by the Servicer which, in accordance with the Customary Servicing
Practices, would customarily be applied to the payment of accrued interest or to reduce the Principal Balance of the Receivable, including rebates of premiums with respect to the cancellation or termination of any Insurance Policy, extended warranty
or service contract that was financed by such Receivable and (B) Net Liquidation Proceeds; provided, however, that the term “Collections” in no event will include (1) for any Payment Date, any amounts in respect of any Receivable
the Repurchase Price of which has been included in the Available Funds on a prior Payment Date or (2) any Supplemental Servicing Fees. 

“Commission” means the U.S. Securities and Exchange Commission. 

“Confidential Information” has the meaning set forth in Section 9.24(e)(iii) of the Sale and
Servicing Agreement. 
 “Contract” means, with respect to any Receivable, the motor vehicle retail installment sale
contract and/or note and security agreement, the installment loan agreement, any amendments thereto and any related documentary draft, if applicable, evidencing such Receivable. 

“Contract Rate” means, with respect to a Receivable, the rate per annum at which interest accrues under the Contract
evidencing such Receivable. Such rate may be less than the “Annual Percentage Rate” disclosed in the Receivable. 

“Controlling Class” means, with respect to any Notes Outstanding, the Class A Notes (voting together as a single Class)
as long as any Class A Notes are Outstanding, and thereafter the Class B Notes as long as any Class B Notes are Outstanding, and thereafter the Class C Notes as long as any Class C Notes are Outstanding, and thereafter the
Class D Notes as long as any Class D Notes are Outstanding, [and thereafter the Class E Notes as long as any Class E Notes are Outstanding]. 

“Corporate Trust Office” means: 

(a) as used with respect to Indenture Trustee, the principal office of the Indenture Trustee at which at any particular time its corporate
trust business shall be administered which office at date of the execution of the Indenture is located at [                    ], or at such other
address as the Indenture Trustee may designate from time to time by notice to the Noteholders, the Administrator, the Servicer, the Owner Trustee and the Issuer, or the principal corporate trust office of any successor Indenture Trustee (the address
of which the successor Indenture Trustee will notify the Noteholders, the Administrator, the Servicer, the Owner Trustee and the Issuer); 

(b) as used with respect to Owner Trustee, the corporate trust office of the Owner Trustee located at
[                    ], or at such other address as the Owner Trustee may designate by notice to the Certificateholders and the Seller, or the
principal corporate trust office of any successor Owner Trustee (the address of which the successor Owner Trustee will notify the Certificateholders and the Seller); and 

  

					
	    	  	A-10	  	Definitions (20[    ]-[  ])














 (c)    as used with respect to the Certificate Registrar, the principal
office of the Certificate Registrar at which at any particular time its corporate trust business shall be administered, which office at date of the execution of the Trust Agreement is located at
[                    ], or at such other address as the Certificate Registrar may designate from time to time by notice to the Certificateholders,
the Indenture Trustee, the Owner Trustee and the Issuer, or the principal corporate trust office of any successor Certificate Registrar (the address of which the successor Certificate Registrar will notify the Certificateholders, the Indenture
Trustee, the Owner Trustee and the Issuer). 
 “Cram Down Loss” means, with respect to any Receivable (other than a
Defaulted Receivable) as to which any court in any bankruptcy, insolvency or other similar proceeding issues an order reducing the principal amount to be paid on such Receivable or otherwise modifies any payment terms with respect thereto, an amount
equal to the amount of the principal reduction ordered by such court. A “Cram Down Loss” will be deemed to have occurred on the date of issuance of such court’s order. 

“Customary Servicing Practices” means the customary servicing practices of the Servicer or any
Sub-Servicer with respect to all comparable motor vehicle receivables that the Servicer or such Sub-Servicer, as applicable, services for itself and others, as such
customary servicing practices may be changed from time to time, it being understood that the Servicer and the Sub-Servicers may not have the same “Customary Servicing Practices.” 

“Cut-Off Date” means
[                    ]. 

“Dealer” means a motor vehicle dealership. 

“Debt-For-Tax Opinion” means an Opinion of
Counsel, of nationally recognized tax counsel, delivered to the Depositor and the Indenture Trustee stating that the Notes specified therein will be debt for United States federal income tax purposes. 

“Default” means any occurrence that is, or with notice or lapse of time or both would become, an Event of Default. 

“Defaulted Receivable” means, with respect to any Collection Period, a Receivable as to which (a) a related monthly
payment became four months past due during such Collection Period and the Servicer has not repossessed the related Financed Vehicle, (b) the Servicer has either repossessed and liquidated the related Financed Vehicle or repossessed and held the
related Financed Vehicle in its repossession inventory for 90 days, whichever occurs first, or (c) the Servicer has charged-off in full the related Principal Balance or has determined that such Principal
Balance should be charged-off in full on the servicing records of the Servicer in accordance with its Customary Servicing Practices. 

“Deficiency Balance” means, with respect to any Receivable, any deficiency balance,
charged-off amount, Principal Balance, accrued interest and/or fees and any Related Security; provided, that such amounts and Related Security relate to a Receivable which is a Defaulted Receivable. 

“Definitive Certificate” means a definitive fully registered Certificate issued pursuant to
Section 3.5 of the Trust Agreement. 

  

					
	    	  	A-11	  	Definitions (20[    ]-[  ])














 “Definitive Note” means a definitive fully registered Note issued pursuant
to Section 2.12 of the Indenture. 
 “Delinquency Percentage” means, for any Payment Date and the
related Collection Period, an amount equal to the ratio (expressed as a percentage) of (i) the aggregate Principal Balance of all 60-Day Delinquent Receivables as of the last day of such Collection Period
to (ii) the Pool Balance as of the last day of such Collection Period. 
 “Delinquency Trigger” means, for any Payment
Date and the related Collection Period, [    ]%. 
 “Delivery” when used with respect to Trust Account
Property means: 
 (a) with respect to (I) bankers’ acceptances, commercial paper, and negotiable certificates of
deposit and other obligations that constitute “instruments” as defined in Section 9-102(a)(47) of the UCC and are susceptible of physical delivery, transfer of actual possession thereof to the
Indenture Trustee or its nominee or custodian by physical delivery to the Indenture Trustee or its nominee or custodian endorsed to the Indenture Trustee or its nominee or custodian or endorsed in blank, and (II) with respect to a
“certificated security” (as defined in Section 8-102(a)(4) of the UCC) transfer of actual possession thereof (i) by physical delivery of such certificated security to the Indenture Trustee
or its nominee or custodian endorsed to, or registered in the name of, the Indenture Trustee or its nominee or custodian or endorsed in blank, or to another person, other than a “securities intermediary” (as defined in Section 8-102(a)(14) of the UCC), who acquires possession of the certificated security on behalf of the Indenture Trustee or its nominee or custodian or, having previously acquired possession of the
certificate, acknowledges that it holds for the Indenture Trustee or its nominee or custodian or (ii) if such certificated security is in registered form, by delivery thereof to a “securities intermediary,” endorsed to or registered
in the name of the Indenture Trustee or its nominee or custodian, and the making by such “securities intermediary” of entries on its books and records identifying such certificated securities as belonging to the Indenture Trustee or its
nominee or custodian and the sending by such “securities intermediary” of a confirmation of the purchase of such certificated security by the Indenture Trustee or its nominee or custodian (all of the foregoing, “Physical
Property”), and, in any event, any such Physical Property in registered form shall be in the name of the Indenture Trustee or its nominee or custodian; and such additional or alternative procedures as may hereafter become appropriate to
effect the complete transfer of ownership of any such Trust Account Property to the Indenture Trustee or its nominee or custodian, consistent with changes in applicable law or regulations or the interpretation thereof; 

(b) with respect to any securities issued by the U.S. Treasury, the Federal Home Loan Mortgage Corporation, the Federal
National Mortgage Association or the other government agencies, instrumentalities and establishments of the United States identified in Appendix A to Federal Reserve Bank Operating Circular No. 7 as in effect from time to time that is a
“book-entry security” (as such term is defined in Federal Reserve Bank Operating Circular No. 7) held in a securities account and eligible for transfer through the Fedwire®
Securities Service operated by the Federal Reserve System 

  

					
	    	  	A-12	  	Definitions (20[    ]-[  ])














 
pursuant to Federal book-entry regulations, the following procedures, all in accordance with applicable law, including applicable Federal regulations and Articles 8 and 9 of the UCC: book-entry
registration of such Trust Account Property to an appropriate securities account maintained with a Federal Reserve Bank by a “participant” (as such term is defined in Federal Reserve Bank Operating Circular No. 7) that is a
“depository institution” (as defined in Section 19(b)(1)(A) of the Federal Reserve Act) pursuant to applicable Federal regulations, and issuance by such depository institution of a deposit notice or other written confirmation of such
book-entry registration to the Indenture Trustee or its nominee or custodian of the purchase by the Indenture Trustee or its nominee or custodian of such book-entry securities; the making by such depository institution of entries in its books and
records identifying such book entry security held through the Federal Reserve System pursuant to Federal book-entry regulations or a security entitlement thereto as belonging to the Indenture Trustee or its nominee or custodian and indicating that
such depository institution holds such Trust Account Property solely as agent for the Indenture Trustee or its nominee or custodian; and such additional or alternative procedures as may hereafter become appropriate to effect complete transfer of
ownership of any such Trust Account Property to the Indenture Trustee or its nominee or custodian, consistent with changes in applicable law or regulations or the interpretation thereof; and 

(c) with respect to any item of Trust Account Property that is an “uncertificated security” (as defined in Section 8-102(a)(18) of the UCC) and that is not governed by clause (b) above, (i) registration on the books and records of the issuer thereof in the name of the Indenture Trustee or its nominee or
custodian, or (ii) registration on the books and records of the issuer thereof in the name of another person, other than a securities intermediary, who acknowledges that it holds such uncertificated security for the benefit of the Indenture
Trustee or its nominee or custodian. 
 “Depositor” means the Seller in its capacity as Depositor under the Trust
Agreement. 
 “Depository Agreement” means the agreement, dated as of the Closing Date, executed by the Issuer in favor of
DTC, as initial Clearing Agency, relating to the Notes and the Certificates, as the same may be amended or supplemented from time to time. 

“Determination Date” means the [    ] Business Day preceding the related Payment Date, beginning
[                ]. 
 “Dollar” and
“$” mean lawful currency of the United States. 
 “Domestic Corporation” means an entity that is treated
as a corporation for United States federal income tax purposes and is a U.S. Tax Person. 
 “DTC” means The Depository
Trust Company, and its successors. 
 “EEA” means the European Economic Area. 

“Eligible Account” means a segregated trust account with the corporate trust department of a depository institution whose
deposits are insured by the FDIC acting in its fiduciary capacity 

  

					
	    	  	A-13	  	Definitions (20[    ]-[  ])














 
organized under the laws of the United States or any one of the states thereof or the District of Columbia (or any domestic branch of a foreign bank), having corporate trust powers and acting as
trustee for funds deposited in such account, so long as the long-term unsecured debt of such depository institution shall have a credit rating from [    ] of at least “[    ]” and from
[    ] of “[    ],” if rated by [    ]. Any such trust account may be maintained with the Owner Trustee, the Indenture Trustee or any of their respective Affiliates, if such
accounts meet the requirements of the preceding sentence. 
 “Eligible Investments” means any one or more of the following
types of investments: 
 (a) direct obligations of, and obligations fully guaranteed as to timely payment by, the United
States; 
 (b) demand deposits, time deposits or certificates of deposit of any depository institution (including any
Affiliate of the Seller, the Servicer, the Indenture Trustee or the Owner Trustee) or trust company incorporated under the laws of the United States or any state thereof or the District of Columbia (or any domestic branch of a foreign bank) and
subject to supervision and examination by Federal or state banking or depository institution authorities (including depository receipts issued by any such institution or trust company as custodian with respect to any obligation referred to in
clause (a) above or a portion of such obligation for the benefit of the holders of such depository receipts); provided that at the time of the investment or contractual commitment to invest therein (which shall be deemed to be
made again each time funds are reinvested following each Payment Date), the commercial paper or other short-term senior unsecured debt obligations (other than such obligations the rating of which is based on the credit of a Person other than such
depository institution or trust company) of such depository institution or trust company shall have a credit rating from [    ] of at least “[     ]” and from [    ] of
“[    ],” if rated by [    ]; 
 (c) commercial paper (including commercial
paper of any Affiliate of the Seller, the Servicer, the Indenture Trustee or the Owner Trustee) having, at the time of the investment or contractual commitment to invest therein, a credit rating from [    ] of at least “[
]” and from [    ] of “[    ],” if rated by [    ]. 

(d) investments in money market funds (including funds for which the Seller, the Servicer, the Indenture Trustee or Owner
Trustee or any of their respective Affiliates is investment manager or advisor) having a credit rating from [    ] of at least “[    ]” and from [    ] of
“[    ],” if rated by [    ]; 
 (e) bankers’ acceptances issued by
any depository institution or trust company referred to in clause (b) above; and 
 (f) repurchase obligations
with respect to any security that is a direct obligation of, or fully guaranteed by, the United States or any agency or instrumentality thereof the obligations of which are backed by the full faith and credit of the United States, in either case
entered into with a depository institution or trust company (acting as principal) referred to in clause (b) above. 

  

					
	    	  	A-14	  	Definitions (20[    ]-[  ])














 Each of the Eligible Investments may be purchased from the Relevant Trustee or through an
Affiliate of the Relevant Trustee. Each Eligible Investment must mature or be liquidated on the Business Day immediately preceding the next Payment Date. 

“Eligible Receivable” means a Receivable meeting all of the criteria set forth on Schedule II to
the Purchase Agreement as of the Closing Date. 
 “ERISA” means the Employee Retirement Income Security Act of 1974, as
amended and any successor law thereto, and the regulations promulgated and rulings issued thereunder. 
 “EU Due Diligence and
Retention Rules” means Articles 5 and 6 of the EU Securitization Regulation, together with any guidance published in relation thereto by the European Banking Authority, the European Securities and Markets Authority or the European
Commission and any relevant regulatory and/or implementing technical standards adopted by the European Commission. 
 “EU
Securitization Regulation” means Regulation (EU) 2017/2402 of December 12, 2017. 
 “Event of Default” has
the meaning set forth in Section 5.1 of the Indenture. 
 “Exchange Act” means the Securities
Exchange Act of 1934, as amended.     
 “Exchange Act Reports” means any reports on Form 10-D, Form 8-K and Form 10-K filed or to be filed by the Seller with respect to the Issuer under the Exchange Act. 

“FATCA” means Sections 1471 through 1474 of the Code, any regulations or official interpretations thereunder or official
interpretations thereof and any current or future agreements entered into pursuant to Section 1471(b)(1) of the Code, any published intergovernmental agreement entered into in connection with the implementation of such sections of the Code, and
any applicable fiscal or regulatory legislation, rules or official practices adopted pursuant to such published intergovernmental agreement. 

“FATCA Withholding” means any withholding or deduction required pursuant to FATCA. 

[“Fifth Allocation of Principal” means, with respect to any Payment Date, an amount equal to (1) the excess, if any, of
(a) the sum of the Class A Note Balance, the Class B Note Balance, the Class C Note Balance, the Class D Note Balance [and the Class E Note Balance] as of such Payment Date (before giving effect to any principal
payments made on the Notes on such Payment Date) over (b) the Pool Balance as of the end of the related Collection Period minus (2) the sum of the First Allocation of Principal, the Second Allocation of Principal, the Third
Allocation of Principal and the Fourth Allocation of Principal for such Payment Date; [provided, however, that the Fifth Allocation of Principal on and after the Final Scheduled Payment Date for the Class E Notes shall not be less
than the amount that is necessary to reduce the outstanding principal amount of the Class E Notes to zero (after the application of the First Allocation of Principal, the Second Allocation of Principal, the Third Allocation of Principal and the
Fourth Allocation of Principal)].] 

  

					
	    	  	A-15	  	Definitions (20[    ]-[  ])














 “Final Scheduled Payment Date” means, with respect to (i) the Class A-1 Notes, the Class A-1 Final Scheduled Payment Date, (ii) the Class A-2 Notes, the Class A-2 Final Scheduled Payment Date, (iii) the Class A-3 Notes, the Class A-3 Final Scheduled Payment Date,
[(iv) the Class A-4 Notes, the Class A-4 Final Scheduled Payment Date,] (v) the Class B Notes, the Class B Final Scheduled Payment Date,
(vi) the Class C Notes, the Class C Final Scheduled Payment Date, (vii) the Class D Notes, the Class D Final Scheduled Payment Date [and (viii) the Class E Notes, the Class E Final Scheduled Payment
Date]. 
 “Financed Vehicle” means an automobile, light-duty truck, SUV or van, together with all accessions thereto,
securing an Obligor’s indebtedness under the applicable Receivable. 
 “First Allocation of Principal” means, with
respect to any Payment Date, an amount equal to the excess, if any, of (a) the Class A Note Balance as of such Payment Date (before giving effect to any principal payments made on the Class A Notes on such Payment Date) over
(b) the Pool Balance as of the end of the related Collection Period; provided, however, that the First Allocation of Principal for any Payment Date on and after the Final Scheduled Payment Date for any Class of Class A
Notes shall not be less than the amount that is necessary to reduce the Note Balance of that Class of Class A Notes to zero. 

“Form 10-D Disclosure Item” means, with respect to any Person, (a) any legal
Proceedings pending against such Person or of which any property of such Person is then subject, or (b) any Proceedings known to be contemplated by governmental authorities against such Person or of which any property of such Person would be
subject, in each case that would be material to the Noteholders. 
 “Fourth Allocation of Principal” means, with respect to
any Payment Date, an amount equal to (1) the excess, if any, of (a) the sum of the Class A Note Balance, the Class B Note Balance, the Class C Note Balance and the Class D Note Balance as of such Payment Date (before
giving effect to any principal payments made on the Notes on such Payment Date) over (b) the Pool Balance as of the end of the related Collection Period minus (2) the sum of the First Allocation of Principal, the Second
Allocation of Principal and the Third Allocation of Principal for such Payment Date; provided, however, that the Fourth Allocation of Principal on and after the Final Scheduled Payment Date for the Class D Notes shall not be less
than the amount that is necessary to reduce the outstanding principal amount of the Class D Notes to zero (after the application of the First Allocation of Principal, the Second Allocation of Principal and the Third Allocation of Principal).

 “GAAP” means generally accepted accounting principles in the USA, applied on a materially consistent basis. 

“Governmental Authority” means any (a) Federal, state, municipal, foreign or other governmental entity, board, bureau,
agency or instrumentality, (b) administrative or regulatory authority (including any central bank or similar authority) or (c) court or judicial authority. 

“Grant” means mortgage, pledge, bargain, sell, warrant, alienate, remise, release, convey, assign, transfer, create, grant a
lien upon and a security interest in and right of set-off against, deposit, set over and confirm pursuant to the Indenture. A Grant of the Collateral or of any other


  

					
	    	  	A-16	  	Definitions (20[    ]-[  ])














 
agreement or instrument shall include all rights, powers and options (but none of the obligations) of the Granting party thereunder, including the immediate and continuing right to claim for,
collect, receive and give receipt for principal and interest payments in respect of the Collateral and all other moneys payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all
rights and options, to bring proceedings in the name of the Granting party or otherwise and generally to do and receive anything that the Granting party is or may be entitled to do or receive thereunder or with respect thereto. Other forms of the
verb “to Grant” shall have correlative meanings. 
 “Hague Securities Convention” means the Hague Convention on
the Law Applicable to Certain Rights in Respect of Securities held with an Intermediary (concluded July 5, 2006). 

“Holder” means, as the context may require, the Certificateholder or a Noteholder or both. 

“Indenture” means the Indenture, dated as of the Closing Date, between the Issuer and Indenture Trustee, as the same may be
amended and supplemented from time to time. 
 “Indenture Trustee” means
[                ], a [    ], not in its individual capacity but as indenture trustee under the Indenture, or any successor trustee under the
Indenture. 
 “Independent” means, when used with respect to any specified Person, that such Person (i) is in fact
independent of the Issuer, any other obligor upon the Notes, the Administrator and any Affiliate of any of the foregoing Persons, (ii) does not have any direct financial interest or any material indirect financial interest in the Issuer, any
such other obligor upon the Notes, the Administrator or any Affiliate of any of the foregoing Persons and (iii) is not connected with the Issuer, any such other obligor upon the Notes, the Administrator or any Affiliate of any of the foregoing
Persons as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions. 

“Independent Certificate” means a certificate or opinion to be delivered to the Indenture Trustee under the circumstances
described in, and otherwise complying with, the applicable requirements of Section 11.1 of the Indenture, made by an independent appraiser or other expert appointed by an Issuer Order, and such opinion or certificate shall
state that the signer has read the definition of “Independent” in this Appendix A and that the signer is Independent within the meaning thereof. 

“Initial Certificate Transfer Opinion” means an opinion rendered by nationally recognized tax counsel (i) upon the
initial transfer by the Depositor of a Certificate that results in the Issuer being treated as a partnership for United States federal income tax purposes and (ii) while any Note retained by the Issuer or a Person that is considered the same
Person as the Issuer for United States federal income tax purposes is outstanding that (x) such Note will be debt for United States federal income tax purposes or (y) the transfer by the Depositor of such Certificate will not cause the
Issuer to be treated as an association or publicly traded partnership taxable as a corporation. 
 “Initial
Class A-1 Note Balance” means $[•]. 

  

					
	    	  	A-17	  	Definitions (20[    ]-[  ])














 “Initial Class A-2[-A] Note Balance” means $[•]. 
 [“Initial
Class A-2-B Note Balance” means $[•].] 

“Initial Class A-3 Note Balance” means $[•]. 

[“Initial Class A-4 Note Balance” means $[•].] 

“Initial Class B Note Balance” means $[•]. 

“Initial Class C Note Balance” means $[•]. 

“Initial Class D Note Balance” means $[•]. 

[“Initial Class E Note Balance” means $[•].] 

[“Initial Interest Rate Swap Agreement” means the ISDA Master Agreement, dated as of the Closing Date, between the Initial
Swap Counterparty and the Issuer, the Schedule and the Credit Support Annex thereto, dated as of the Closing Date and, the Confirmations thereto, each dated as of the Closing Date, and entered into pursuant to such ISDA Master Agreement, as the same
may be amended or supplemented from time to time in accordance with the terms thereof.] 
 “Initial Note Balance” means,
for any Class, the Initial Class A-1 Note Balance, the Initial Class A-2[-A] Note Balance, [the Initial Class A-2-B Note Balance,] the Initial Class A-3 Note Balance, [the Initial
Class A-4 Note Balance,] the Initial Class B Note Balance, the Initial Class C Note Balance, the Initial Class D Note Balance [or the Initial Class E Note Balance], as applicable, or
with respect to the Notes generally, the sum of the foregoing. 
 “Initial Reserve Account Deposit Amount” means an amount
equal to $[                    ]. 

[“Initial Swap Counterparty” means
[                    ] as the swap counterparty under the Initial Interest Rate Swap Agreement.] 

“Instituting Noteholders” has the meaning set forth in Section 7.6(a) of the Indenture. 

“Insurance Policy” means (i) any theft and physical damage insurance policy maintained by the Obligor under a
Receivable, providing coverage against loss or damage to or theft of the related Financed Vehicle, and (ii) any credit life or credit disability insurance maintained by an Obligor in connection with any Receivable. 

“Interest Period” means, with respect to any Payment Date, (a) with respect to the
Class A-1 Notes [and the Class A-2-B Notes,] from and including the Closing Date (in the case of the first Payment
Date) or from and including the most recent Payment Date to but excluding that Payment Date (for example, for a Payment Date in June, the Interest Period is from and including the Payment Date in May to but excluding the Payment Date in June) and
(b) for the Class A-2[-A] Notes, the Class A-3 Notes, [the Class A-4
Notes,] the Class B Notes, the Class C Notes, the Class D Notes [and the Class E Notes], from and including the [•] day of the calendar month preceding such Payment Date (or from and including the Closing Date in the case of
the 

  

					
	    	  	A-18	  	Definitions (20[    ]-[  ])














 
first Payment Date) to but excluding the [•] day of the month in which such Payment Date occurs. 

“Interest Rate” means (a) with respect to the Class A-1 Notes, the Class A-1 Interest Rate, (b) with respect to the Class A-2[-A] Notes, the Class A-2[-A] Interest Rate, [(c) with respect to the Class A-2-B Notes, the Class A-2-B Interest Rate,] (d) with respect to the Class A-3 Notes, the Class A-3 Interest Rate, [(e) with
respect to the Class A-4 Notes, the Class A-4 Interest Rate, (f) with respect to the Class B Notes, the Class B Interest Rate, (g) with
respect to the Class C Notes, the Class C Interest Rate, (h) with respect to the Class D Notes, the Class D Interest Rate [or (i) with respect to the Class E Notes, the Class E Interest Rate]. 

“Investment Company Act” means the Investment Company Act of 1940, as amended. 

[“Interest Rate Swap Agreement” means the Initial Interest Rate Swap Agreement and any Replacement Interest Rate Swap
Agreement.] 
 [“Investment Grade Notes” means the Class A Notes, the Class B Notes, the Class C Notes and
the Class D Notes.] 
 “Issuer” means [Santander] Drive Auto Receivables Trust 20[ ]-[ ], a Delaware statutory trust
established pursuant to the Trust Agreement, until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained in the Transaction Documents, each other obligor on the Notes. 

“Issuer Order” and “Issuer Request” means a written order or request of the Issuer signed in the name of the
Issuer by any one of its Authorized Officers and delivered to the Indenture Trustee. 
 “Item 1119 Party” means the Seller,
Santander Consumer, the Servicer, the Indenture Trustee, the Owner Trustee, the Asset Representations Reviewer, any underwriter of the Notes[, any Swap Counterparty] and any other material transaction party identified by the Seller or Santander
Consumer to the Indenture Trustee and the Owner Trustee in writing. 
 [“LIBOR” means, with respect to any Interest Period,
the London interbank offered rate for deposits in U.S. Dollars having a maturity of one month commencing on the related LIBOR Determination Date which appears on Bloomberg Screen BTMM Page (or any successor page) as of 11:00 a.m., London time, on
such LIBOR Determination Date; provided, however, that for the first Interest Period, LIBOR shall mean an interpolated rate for deposits based on London interbank offered rates for deposits in U.S. Dollars for a period that corresponds
to the actual number of days in the first Interest Period. If the rates used to determine LIBOR do not appear on the Bloomberg Screen BTMM Page (or any successor page), the rates for that day will be determined on the basis of the rates at which
deposits in U.S. Dollars, having a maturity of one month and in a principal balance of not less than U.S. $1,000,000 are offered at approximately 11:00 a.m. London time, on such LIBOR Determination Date to prime banks in the London interbank market
by the reference banks. The Indenture Trustee will request the principal London office of each of such reference banks to provide a quotation of its rate. If at least two such quotations are provided, the rate for that day will be the arithmetic
mean to the nearest 1/100,000 of 1.00% (0.0000001), with five one-millionths of a percentage point rounded upward, 

  

					
	    	  	A-19	  	Definitions (20[    ]-[  ])














 
of all such quotations. If fewer than two such quotations are provided, the rate for that day will be the arithmetic mean to the nearest 1/100,000 of 1.00% (0.0000001), with five one-millionths of a percentage point rounded upward, of the offered per annum rates that one or more leading banks in New York City, selected by the Indenture Trustee (after consultation with the Administrator), are
quoting as of approximately 11:00 a.m., New York City time, on such LIBOR Determination Date to leading European banks for United States dollar deposits for that maturity. The reference banks are the four major banks in the London interbank market
selected by the Indenture Trustee (after consultation with the Administrator). If the banks so selected by the Indenture Trustee (after consultation with the Administrator) are not then providing such contemplated offered rates to leading European
banks then, LIBOR for the applicable LIBOR Determination Date will be LIBOR in effect on the preceding LIBOR Determination Date.] 

[“LIBOR Determination Date” means the second London Business Day prior to the Closing Date with respect to the first Payment
Date and, as to each subsequent Payment Date, the second London Business Day prior to the immediately preceding Payment Date.] 

“Lien” means, for any asset or property of a Person, a lien, security interest, mortgage, pledge or encumbrance in, of or on
such asset or property in favor of any other Person, except any Permitted Lien. 
 “Liquidation Expenses” means, with
respect to any Defaulted Receivable and any Receivable for which the related Financed Vehicle has been repossessed and reinstated (or attempted to be repossessed), any expenses (including, without limitation, any auction, painting, repair or
refurbishment expenses in respect of the related Financed Vehicle) incurred by the Servicer in connection with the collection of such Receivable or the repossession or liquidation of the related Financed Vehicle. 

“Liquidation Proceeds” means, with respect to any Defaulted Receivable, (a) insurance proceeds received by the Servicer
with respect to the Insurance Policies, (b) amounts received by the Servicer in connection with such Receivable pursuant to the exercise of rights under that Receivable and (c) the monies collected by the Servicer (from whatever source,
including proceeds of a sale of a Financed Vehicle, a deficiency balance recovered from the Obligor after the charge-off of such Receivable or as a result of any recourse against the related Dealer, if any) on
such Receivable other than any monthly payments by or on behalf of the Obligor thereunder or any full or partial prepayment of such Receivable, in the case of each of the foregoing clauses (a) through (c), net of any outstanding related
Liquidation Expenses and any payments required by law to be remitted to the Obligor; provided, however, that the Repurchase Price for any Receivable shall not constitute “Liquidation Proceeds”. 

[“London Business Day” means any day other than a Saturday, Sunday or day on which banking institutions in London, England
are authorized or obligated by law or government decree to be closed.] 
 “Majority Certificateholders” means
Certificateholders holding in the aggregate more than 50% of the Percentage Interests. 

  

					
	    	  	A-20	  	Definitions (20[    ]-[  ])














 “Monthly Remittance Condition” has the meaning set forth in
Section 4.2 of the Sale and Servicing Agreement. 
 “Net Liquidation Proceeds” means, for any
Collection Period, the sum of all Liquidation Proceeds received during such Collection Period less all Liquidation Expenses incurred during such Collection Period. 

[“Net Swap Payment” means for the Interest Rate Swap Agreement, the net amount with respect to regularly scheduled payments,
if any, owed by the Issuer to the Swap Counterparty on any Payment Date, including prior unpaid Net Swap Payments and any interest accrued thereon, under such Interest Rate Swap Agreement; provided, that “Net Swap Payments” do not
include Swap Termination Payments.] 
 [“Net Swap Receipts” means, for the Interest Rate Swap Agreement, the net amounts
owed by the Swap Counterparty to the Issuer, if any, on any Swap Payment Date, excluding any Swap Termination Payments.] 

“Note” means a Class A-1 Note, Class A-2[-A] Note, [Class A-2-B Note,] Class A-3 Note, [Class A-4 Note,] Class B Note, Class C Note, Class D Note [or Class E Note] in each case substantially in the forms of Exhibit A-1 or A-2, as applicable, to the Indenture. 
 “Note Balance” means, with respect to any date
of determination, for any Class, the Class A-1 Note Balance, the Class A-2[-A] Note Balance, [the Class A-2-B Note Balance,] the Class A-3 Note Balance, [Class A-4 Note Balance,] the
Class B Note Balance, the Class C Note Balance, the Class D Note Balance [or the Class E Note Balance], as applicable, or with respect to the Notes generally, the sum of all of the foregoing. 

“Note Factor” means, for any Payment Date and each Class of Notes, a six-digit
decimal, which the Servicer will compute each month, equal to the Note Balance of such Class of Notes as of the end of the related Collection Period divided by the Note Balance of such Class of Notes as of the Closing Date. The Note Factor
will be 1.000000 as of the Closing Date; thereafter, the Note Factor will decline to reflect reductions in the Note Balance of such Class of Notes. 

“Note Owner” means, with respect to a Book-Entry Note, the Person who is the beneficial owner of such Book-Entry Note, as
reflected on the books of the Clearing Agency or a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of such Clearing Agency).

 “Note Register” and “Note Registrar” have the respective meanings set forth in
Section 2.4 of the Indenture. 
 “Noteholder” means, as of any date, the Person in whose name a
Note is registered on the Note Register on such date. 
 “Noteholder Direction” has the meaning set forth in
Section 7.6(a) of the Indenture. 

  

					
	    	  	A-21	  	Definitions (20[    ]-[  ])














 “Notes” means, collectively, the
Class A-1 Notes, the Class A-2[-A] Notes, [the Class
A-2-B Notes,] the Class A-3 Notes, [the Class A-4 Notes,] the Class B
Notes, the Class C Notes, the Class D Notes [and the Class E Notes]. 
 “Obligor” means, for any Receivable,
each Person obligated to pay such Receivable. 
 “Officer’s Certificate” means (i) with respect to the Issuer, a
certificate signed by any Authorized Officer of the Issuer and (ii) with respect to the Seller, the Administrator or the Servicer, a certificate signed by the chairman of the board, the president, any executive vice president, any vice
president, the treasurer, any assistant treasurer or the controller of the Seller, the Administrator or the Servicer, as applicable. 

“Opinion of Counsel” means one or more written opinions of counsel who may, except as otherwise expressly provided in the
Indenture or any other applicable Transaction Document, be employees of or counsel to the Issuer, the Servicer, the Seller or the Administrator, and which opinion or opinions comply with any applicable requirements of the Transaction Documents and
are in form and substance reasonably satisfactory to the recipient(s). Opinions of Counsel need address matters of law only and may be based upon stated assumptions as to relevant matters of fact. 

“Optional Purchase” has the meaning set forth in Section 8.1 of the Sale and Servicing Agreement.

 “Optional Purchase Price” means, on any Payment Date, the greater of (a) the aggregate Outstanding Note Balance
plus accrued and unpaid interest thereon at the applicable Interest Rate up to but excluding that Payment Date (after giving effect to all distributions pursuant to Section 4.4(a) of the Sale and Servicing Agreement on such
Payment Date) [and (b) the fair market value of the Trust Estate (other than the Reserve Account)]. 
 “Originator”
means, with respect to any Receivable, [either] Santander Consumer [or [     ], as applicable, and “Originators” means, together, Santander Consumer and [     ]]. 

“Other Assets” means any assets (or interests therein) (other than the Trust Estate) conveyed or purported to be conveyed by
the Seller to another Person or Persons other than the Issuer, whether by way of a sale, capital contribution or by virtue of the granting of a lien. 

“Outstanding” means, as of any date, all Notes (or all Notes of an applicable Class) theretofore authenticated and delivered
under the Indenture except: 
 (i) Notes (or Notes of an applicable Class) theretofore cancelled by the Note Registrar or delivered to the
Note Registrar for cancellation; 
 (ii) Notes (or Notes of an applicable Class) or portions thereof the payment for which money in the
necessary amount has been theretofore deposited with the Indenture Trustee or any Paying Agent in trust for the related Noteholders (provided, however, that if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to
the Indenture or provision therefor, satisfactory to the Indenture Trustee, has been made); and 

  

					
	    	  	A-22	  	Definitions (20[    ]-[  ])














 (iii) Notes (or Notes of an applicable Class) in exchange for or in lieu of other Notes (or
Notes of such Class) that have been authenticated and delivered pursuant to the Indenture unless proof satisfactory to the Indenture Trustee is presented that any such Notes are held by a bona fide purchaser; 

provided that in determining whether Noteholders holding the requisite Note Balance have given any request, demand, authorization, direction, notice,
consent, vote or waiver hereunder or under any Transaction Document, Notes owned by the Issuer, the Seller, any Certificateholder, the Servicer, the Administrator or any of their respective Affiliates shall be disregarded and deemed not to be
Outstanding unless all of the Notes are then owned by the Issuer, the Seller, any Certificateholder, the Servicer, the Administrator or any of their respective Affiliates, except that, in determining whether the Indenture Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice, consent, vote or waiver, only Notes that a Responsible Officer of the Indenture Trustee knows to be so owned shall be so disregarded. Notes so owned that have been pledged
in good faith may be regarded as Outstanding if the pledgee thereof establishes to the satisfaction of the Indenture Trustee such pledgee’s right so to act with respect to such Notes and that such pledgee is not the Issuer, the Seller, any
Certificateholder, the Servicer, the Administrator or any of their respective Affiliates. 
 “Owner Trustee” means
[                                         
   ], a [    ], not in its individual capacity but solely as owner trustee under the Trust Agreement, and any successor Owner Trustee thereunder. 

[“Ownership Trigger Event” has the meaning set forth in Section 3.14 of the Sale and Servicing
Agreement.] 
 “Patriot Act” means the laws, rules, regulations and executive orders in effect from time to time applicable
to banking institutions, including those relating to the funding of terrorist activities and money laundering, including the Customer Identification Program requirements established under the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Title III of Pub. L. 107 56 (signed into law October 26, 2001) and its implementing regulations (collectively, USA PATRIOT Act) and money laundering, including the
Customer Identification Program requirements established under the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Title III of Pub. L. 107 56 (signed into law
October 26, 2001) and its implementing regulations. 
 “Paying Agent” means the Indenture Trustee or any other Person
that meets the eligibility standards for the Indenture Trustee set forth in Section 6.11 of the Indenture and is authorized by the Issuer to make the payments of principal of or interest on the Notes on behalf of the
Issuer. 
 “Payment Date” means the [•] day of each calendar month beginning
[        ], 20[    ]; provided, however, whenever a Payment Date would otherwise be a day that is not a Business Day, the Payment Date shall be the next Business Day. As used
herein, the “related” Payment Date with respect to a Collection Period shall be deemed to be the Payment Date which immediately follows such Collection Period. 

  

					
	    	  	A-23	  	Definitions (20[    ]-[  ])














 “Payment Default” has the meaning set forth in
Section 5.4(a) of the Indenture. 
 “Percentage Interest” means, with respect to a Certificate,
the individual percentage interest of such Certificate (calculated as the percentage that the notional principal amount of such Certificate represents of the aggregate notional principal balance of all Certificates) which shall be specified on the
face thereof and which shall represent the percentage of certain distributions of the Issuer beneficially owned by such Certificateholder. The sum of the Percentage Interests for all of the Certificates shall be 100%. 

“Permitted Liens” means (a) any liens created by the Transaction Documents; (b) any liens for taxes not yet due and
payable or the amount of which is being contested in good faith by appropriate Proceedings; and (c) any liens of mechanics, suppliers, vendors, materialmen, laborers, employees, repairmen and other like liens securing obligations which are not
due and payable or the amount or validity of which is being contested in good faith by appropriate Proceedings. 
 “Person”
means any individual, corporation, limited liability company, estate, partnership, joint venture, association, joint stock company, trust (including any beneficiary thereof), unincorporated organization or government or any agency or political
subdivision thereof. 
 “Physical Property” has the meaning specified in the definition of “Delivery”
above. 
 “Plan” means an “employee benefit plan” as defined in Section 3(3) of ERISA whether or not subject
to Title I of ERISA, a “plan” as defined in Section 4975 of the Code, or an entity deemed to hold plan assets of any of the foregoing. 

“Pool Balance” means, at any time, the aggregate Principal Balance of the Receivables (other than Defaulted Receivables) at
such time. 
 “Pool Factor” means, for any Payment Date, a six-digit decimal equal
to the Pool Balance as of the end of the related Collection Period divided by the aggregate Principal Balance of the Receivables as of the Cut-Off Date. The Pool Factor will be 1.000000 as of the Closing Date;
thereafter, the Pool Factor will decline to reflect reductions in the Pool Balance. 
 “Predecessor Note” means, with
respect to any particular Note, every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; provided, however, for the purpose of this definition, any Note authenticated and delivered
under Section 2.5 of the Indenture in lieu of a mutilated, destroyed, lost or stolen Note shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Note. 

“Principal Balance” means, as of any time, for any Receivable, the outstanding principal balance of such Receivable
determined in accordance with the Customary Servicing Practices. 
 “Proceeding” means any suit in equity, action at law or
other judicial or administrative proceeding. 
 “Prospectus” means the final prospectus dated
[            ], 20[    ] relating to the Notes. 

  

					
	    	  	A-24	  	Definitions (20[    ]-[  ])














 “Purchase Agreement” means the Purchase Agreement, dated as of the Closing
Date, between Santander Consumer and the Seller, as amended, modified or supplemented from time to time. 
 “Purchased
Assets” has the meaning set forth in Section 2.1 of the Purchase Agreement. 
 “Qualified
Institutional Buyer” has the meaning specified in Rule 144A. 
 “Rating Agency” means each of
[    ] and [    ]. 
 “Rating Agency Condition” means, with respect to any event or
circumstance and each Rating Agency, either (a) written confirmation (which may be in the form of a letter, a press release or other publication, or a change in such Rating Agency’s published ratings criteria to this effect) by such Rating
Agency that the occurrence of such event or circumstance will not cause such Rating Agency to downgrade, qualify or withdraw its rating assigned to any of the Notes or (b) that such Rating Agency shall have been given notice of such event or
circumstance at least ten days prior to the occurrence of such event or circumstance (or, if ten days’ advance notice is impracticable, as much advance notice as is practicable and is acceptable to such Rating Agency) and such Rating Agency
shall not have issued any written notice that the occurrence of such event or circumstance will itself cause such Rating Agency to downgrade, qualify or withdraw its rating assigned to the Notes. 

[“Ratings Trigger Event” has the meaning set forth in Section 3.14 of the Sale and Servicing
Agreement.] 
 “Receivable” means any Contract with respect to a new or used automobile, light-duty truck, SUV or van which
shall appear on the Schedule of Receivables and all Related Security in connection therewith which has not been released from the lien of the Indenture. 

“Receivable Files” has the meaning set forth in Section 2.2(a) of the Sale and Servicing Agreement.

 “Record Date” means, unless otherwise specified in any Transaction Document, with respect to any Payment Date or
Redemption Date, (i) for any Definitive Notes and for any Definitive Certificates, the close of business on the last Business Day of the calendar month immediately preceding the calendar month in which such Payment Date or Redemption Date
occurs and (ii) for any Book-Entry Notes and for any Book-Entry Certificates, the close of business on the Business Day immediately preceding such Payment Date or Redemption Date. 

“Records” means, for any Receivable, all contracts, books, records and other documents or information (including computer
programs, tapes, disks, software and related property and rights, to the extent legally transferable) relating to such Receivable or the related Obligor. 

“Redemption Date” means, in the case of a redemption of the Notes pursuant to Section 10.1 of the
Indenture, the Payment Date specified by the Administrator or the Issuer pursuant to Section 10.1 of the Indenture. 

  

					
	    	  	A-25	  	Definitions (20[    ]-[  ])














 “Redemption Price” means an amount equal to the sum of (a) the unpaid
Note Balance of all Notes redeemed, plus (b) accrued and unpaid interest thereon at the applicable Interest Rate for the Notes being so redeemed, up to but excluding the Redemption Date. 

“Registered Holder” means the Person in whose name a Note is registered on the Note Register on the related Record Date. 

“Regular Allocation of Principal” means, with respect to any Payment Date, an amount not less than zero equal to (1) the
excess, if any, of (a) the Note Balance of the Notes as of such Payment Date (before giving effect to any principal payments made on the Notes on such Payment Date) over (b) (i) the Pool Balance as of the end of the related
Collection Period less (ii) the Targeted Overcollateralization Amount minus (2) the sum of the First Allocation of Principal, the Second Allocation of Principal, the Third Allocation of Principal, the Fourth Allocation of Principal
and the Fifth Allocation of Principal for such Payment Date. 
 “Regulation AB” means Subpart 229.1100 – Asset Backed
Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such regulation may be amended from time to time and subject to such clarification and interpretation as have been provided by the
Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518. 70 Fed. Reg. 1,506, 1,531 (January 7, 2005)) or by the staff of the Commission, or as may be provided
in writing by the Commission or its staff from time to time. 
 “Related Security” means, for any Receivable, (i) the
security interest in the related Financed Vehicle, (ii) any rights to any proceeds from claims on any related Insurance Policy or refunds in connection with extended service agreements relating to such Receivable (if such Receivable became a
Defaulted Receivable after the Cut-Off Date), (iii) any other property securing such Receivable and (iv) all proceeds of the foregoing. 

“Relevant Trustee” means (i) prior to the payment in full of principal of and interest on the Notes, the Indenture
Trustee and (ii) following the payment in full of principal of and interest on the Notes, [                    ], in its capacity as Certificate
Paying Agent; provided, however, that with respect to any property that is under the joint or separate control of a co-trustee or separate trustee under the Trust Agreement or the Indenture,
respectively, “Relevant Trustee” shall refer to either or both of the Certificate Paying Agent and such co-trustee or separate trustee or to either or both of the Indenture Trustee and such co-trustee or separate trustee, as the case may be. 
 [“Replacement Interest Rate Swap
Agreement” means any ISDA Master Agreement, dated after the Closing Date, between the Replacement Swap Counterparty and the Issuer, the Schedule and Credit Support Annex thereto, dated after the Closing Date, on the Confirmations thereto,
each dated after the Closing Date, and entered into pursuant to such ISDA Master Agreement, and pursuant to the conditions set forth in the Initial Interest Rate Swap Agreement, as the same may be amended or supplemented from time to time in
accordance with the terms thereof.] 

  

					
	    	  	A-26	  	Definitions (20[    ]-[  ])














 [“Replacement Swap Counterparty” means, with respect to any Swap
Counterparty, any replacement Swap Counterparty under a Replacement Interest Rate Swap Agreement that satisfies the conditions set forth in the Interest Rate Swap Agreement.] 

“Reportable Event” means any event required to be reported on Form 8-K, and in any
event, the following: 
 (a) entry into a material definitive agreement related to the Issuer, the Notes, the Receivables or
an amendment to a Transaction Document, even if the Seller is not a party to such agreement (e.g., a servicing agreement with a servicer contemplated by Item 1108(a)(2) of Regulation AB); 

(b) termination of a Transaction Document (other than by expiration of the agreement on its stated termination date or as a
result of all parties completing their obligations under such agreement), even if the Seller is not a party to such agreement (e.g., a servicing agreement with a servicer contemplated by Item 1108(a)(2) of Regulation AB); 

(c) with respect to the Servicer only, the occurrence of a Servicer Replacement Event; 

(d) an Event of Default; 

(e) the resignation, removal, replacement, or substitution of the Indenture Trustee or the Owner Trustee; and 

(f) with respect to the Indenture Trustee only, a required distribution to holders of the Notes is not made as of the required
Payment Date under the Indenture. 
 “Representatives” has the meaning set forth in
Section 9.24(e)(iii) of the Sale and Servicing Agreement. 
 “Repurchase Price” means, with
respect to any Repurchased Receivable, a price equal to the outstanding Principal Balance of such Receivable plus any unpaid accrued interest related to such Receivable accrued to and including the end of the Collection Period preceding the date
that such Repurchased Receivable was purchased by Santander Consumer or the Servicer, as applicable. 
 “Repurchased
Receivable” means a Receivable purchased by Santander Consumer pursuant to Section 3.4 of the Purchase Agreement or by the Servicer pursuant to Section 3.6 of the Sale and Servicing
Agreement. 
 “Requesting Investor” has the meaning set forth in Section 7.5 of the Indenture.

 “Requesting Party” has the meaning set forth in Section 9.24 of the Sale and Servicing
Agreement. 

  

					
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 “Reserve Account” means the account designated as such, established and
maintained pursuant to Section 4.1 of the Sale and Servicing Agreement. 
 “Reserve Account Draw
Amount” means, for any Payment Date, an amount equal to the lesser of (a) the Available Funds Shortfall Amount, if any, for such Payment Date and (b) the amount of cash or other immediately available funds on deposit in the
Reserve Account (excluding any net investment earnings) on such Payment Date; provided, however, that if such Payment Date is the Redemption Date, the “Reserve Account Draw Amount” shall mean an amount equal to the amount of
cash or other immediately available funds on deposit in the Reserve Account on the Redemption Date. 
 “Reserve Account Excess
Amount” means, with respect to any Payment Date, an amount equal to the excess, if any, of (a) the amount of cash or other immediately available funds in the Reserve Account (excluding any net investment earnings) on that Payment Date,
after giving effect to all deposits to and withdrawals from the Reserve Account on such Payment Date, over (b) the Specified Reserve Account Balance with respect to such Payment Date. 

“Responsible Officer” means, (a) with respect to the Indenture Trustee, any officer within the corporate trust
department of the Indenture Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Indenture Trustee who customarily performs functions similar to those
performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct
responsibility for the administration of the Indenture, (b) with respect to the Owner Trustee, any agent of the Owner Trustee acting under a power of attorney or any officer within the Corporate Trust Office of the Owner Trustee including any
vice president, assistant vice president, assistant treasurer, assistant secretary, or any other officer customarily performing functions similar to those performed by any of the above designated officers and having direct responsibility for the
administration of the Issuer, and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject and (c) with respect to the
Servicer, the Administrator or Seller, any officer of such Person having direct responsibility for the transactions contemplated by the Transaction Documents and also, with respect to a particular matter, any other officer to whom such matter is
referred because of such officer’s knowledge of and familiarity with the particular subject. 
 “Restricted Notes”
means any Note for which no Debt-For-Tax Opinion has been rendered on or after the later of (i) the Closing Date and (ii) the most recent date on which such
Note was beneficially owned by the Issuer (or the single beneficial owner of the Issuer for United States federal income tax purposes). 

“Review Notice” has the meaning set forth in Section 7.6(b) of the Indenture. 

“Review Report” has the meaning assigned to such term in Section 3.07 of the Asset Representations Review Agreement.


  

					
	    	  	A-28	  	Definitions (20[    ]-[  ])














 “Review Satisfaction Date” means, with respect to any Asset Review, the
first date on which (a) the Delinquency Percentage for any Payment Date exceeds the Delinquency Trigger and (b) a Noteholder Direction with respect to such Asset Review has occurred. 

“Rule 144A” means Rule 144A under the Securities Act and any successor rule thereto. 

“Rule 144A Information” means the information specified pursuant to Rule 144A(d)(4) of the Securities Act
(or any successor provision thereto). 
 “Sale and Servicing Agreement” means the Sale and Servicing Agreement, dated as of
the Closing Date, between the Seller, the Issuer, the Servicer and the Indenture Trustee, as the same may be amended, modified or supplemented from time to time. 

“Santander Consumer” means Santander Consumer USA Inc., an Illinois corporation, and its successors and assigns. 

“Sarbanes Certification” has the meaning set forth in Section 9.21(b)(iii) of the Sale and
Servicing Agreement. 
 “Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended, modified or supplemented
from time to time, and any successor law thereto. 
 “Schedule of Receivables” means the electronic data file of the
Receivables transferred to the Issuer on the Closing Date on file with the Servicer. 
 “SCRA Obligor” means an Obligor who
is a “servicemember” in “military service” or is a “dependent” of a “servicemember” (in each case, within the meaning of the Servicemembers Civil Relief Act). 

“Second Allocation of Principal” means, with respect to any Payment Date, an amount equal to (1) the excess, if any, of
(a) the sum of the Class A Note Balance and the Class B Note Balance as of such Payment Date (before giving effect to any principal payments made on the Class A Notes and the Class B Notes on such Payment Date) over
(b) the Pool Balance as of the end of the related Collection Period minus (2) the First Allocation of Principal for such Payment Date; provided, however, that the Second Allocation of Principal on and after the Final
Scheduled Payment Date for the Class B Notes shall not be less than the amount that is necessary to reduce the outstanding principal amount of the Class B Notes to zero (after the application of the First Allocation of Principal). 

“Section 385 Controlled Partnership” has the meaning set forth in Treasury Regulation Section 1.385-1(c)(1) for a “controlled partnership”. 

“Section 385 Expanded Group” means the meaning set forth in Treasury Regulation Section 1.385-1(c)(4) for an “expanded group”. 
 “Securities Act” means
the Securities Act of 1933, as amended. 

  

					
	    	  	A-29	  	Definitions (20[    ]-[  ])














 “Seller” means Santander Drive Auto Receivables LLC, a Delaware limited
liability company. 
 [“Senior Swap Termination Payment” means any Swap Termination Payment owed by the Issuer to the Swap
Counterparty under an Interest Rate Swap Agreement that is not a Subordinated Swap Termination Payment.] 
 “Servicer”
means Santander Consumer, initially, and any replacement Servicer appointed pursuant to the Sale and Servicing Agreement. 

“Servicer Replacement Event” means any one or more of the following that shall have occurred and be continuing: 

(a) any failure by the Servicer to deliver or cause to be delivered any required payment to the Indenture Trustee for distribution to the
Noteholders, which failure continues unremedied for five Business Days after discovery thereof by a Responsible Officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee or Noteholders evidencing at
least 25% of the Note Balance, voting together as a single Class; 
 (b) any failure by the Servicer to duly observe or perform in any
respect any other of its covenants or agreements in the Sale and Servicing Agreement [(other than a breach of the covenant set forth in Section 3.14 of the Sale and Servicing Agreement)], which failure materially and
adversely affects the rights of the Issuer or the Noteholders, and which continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture
Trustee or Noteholders evidencing at least a majority of the aggregate Note Balance of all Outstanding Notes; provided, that no Servicer Replacement Event will result from the breach by the Servicer of any covenant for which the purchase of the
affected Receivable is specified as the sole remedy pursuant to Section 3.6 of the Sale and Servicing Agreement; or 
 (c) the Servicer
suffers a Bankruptcy Event; 
 provided, however, that (A) if any delay or failure of performance referred to in clause
(a) above shall have been caused by force majeure or other similar occurrence, the five Business Day grace period referred to in such clause (a) shall be extended for an additional 60 calendar days and (B) if any delay or
failure of performance referred to in clause (b) above shall have been caused by force majeure or other similar occurrence, the 90 day grace period referred to in such clause (b) shall be extended for an additional 60
calendar days. The existence or occurrence of any “material instance of noncompliance” (within the meaning of Item 1122 of Regulation AB) shall not create any presumption that any event in clauses (a) or (b) above
has occurred. 
 “Servicer’s Certificate” means the certificate delivered pursuant to
Section 3.8 of the Sale and Servicing Agreement. 
 “Servicing Criteria” means the
“servicing criteria” set forth in Item 1122(d) of Regulation AB. 

  

					
	    	  	A-30	  	Definitions (20[    ]-[  ])














 “Servicing Fee” means, for any Payment Date, the product of (A) one-twelfth, (B) the Servicing Fee Rate and (C) the Pool Balance as of the first day of the related Collection Period (or, in the case of the first Payment Date, as of the Cut-Off Date). 
 “Servicing Fee Rate” means [    ]% per annum. 

“Severely Distressed Receivable” means, as of any date of determination, a Receivable (other than a Repurchased
Receivable) (i) that is 60 or more days delinquent, (ii) that is a Defaulted Receivable, (iii) for which the Obligor is the subject of a bankruptcy or other insolvency proceeding, (iv) for which the related Financed Vehicle has
been repossessed (or for which the Servicer has initiated repossession proceedings), (v) for which the related Financed Vehicle has been subject to theft or suffered destruction or damage that would be determined to be beyond repair in accordance
with Customary Servicing Practices or (vi) for which the maturity date is in less than six months and, in the judgment of the Servicer in accordance with its Customary Servicing Practices, it is reasonably foreseeable that the Obligor will be
unable to pay the Principal Balance of, and accrued and unpaid interest and fees on, such Receivable by the maturity date. 

“Similar Law” means any federal, state, local or other law that is substantially similar to the fiduciary provisions of ERISA
or Section 4975 of the Code. 
 “Simple Interest Method” means the method of calculating interest due on a motor
vehicle receivable on a daily basis based on the actual outstanding principal balance of the receivable on that date. 
 “Simple
Interest Receivable” means any motor vehicle receivable pursuant to which the payments due from the Obligors during any month are allocated between interest, principal and other charges based on the actual date on which a payment is
received and for which interest is calculated using the Simple Interest Method. 
 “Specified Reserve Account Balance”
means, for any Payment Date, an amount equal to [        ]% of the Pool Balance as of the Cut-Off Date; provided, however, on any Payment Date after the Notes are no
longer Outstanding following payment in full of the principal and interest on the Notes, the “Specified Reserve Account Balance” shall be $0. 

“Sponsor” means Santander Consumer. 

“Statutory Trust Statute” means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code § 3801 et seq. 

“Subject Receivables” has the meaning assigned to such term in the Asset Representations Review Agreement. 

[“Subordinated Swap Termination Payment” means any Swap Termination Payment owed by the Issuer to the Swap Counterparty under
an Interest Rate Swap Agreement where the Swap Counterparty is the “defaulting party” or sole “affected party” (other than with respect to “illegality” or a “tax event ”), as each such term is defined
in such Interest Rate Swap Agreement.] 

  

					
	    	  	A-31	  	Definitions (20[    ]-[  ])














 “Sub-Servicer” means any Affiliate
of the Servicer or any sub-contractor to whom any or all duties of the Servicer (including, without limitation, its duties as custodian) under the Transaction Documents have been delegated in accordance with
Section 6.5 of the Sale and Servicing Agreement. 
 “Supplemental Servicing Fees” means any and
all (i) late fees, (ii) extension fees, (iii) non-sufficient funds charges and (iv) any and all other administrative fees or similar charges allowed by applicable law with respect to any
Receivable. 
 [“Swap Collateral Account” means a single, segregated trust account in the name of the Indenture Trustee,
which shall be designated as the “Swap Collateral Account” which shall be held in trust for the benefit of the Noteholders established pursuant to Section 4.10(e) of the Sale and Servicing Agreement.] 

[“Swap Counterparty” means the Initial Swap Counterparty and any Replacement Swap Counterparty.] 

[“Swap Payment Date” means the date on which Net Swap Receipts or Net Swap Payments, as applicable, are made pursuant to the
Interest Rate Swap Agreement.] 
 [“Swap Replacement Proceeds” means any amounts received from a Replacement Swap
Counterparty in consideration for entering into a Replacement Interest Rate Swap Agreement for a terminated Interest Rate Swap Agreement.] 

[“Swap Termination Payment” means any payment due to the Swap Counterparty by the Issuer or to the Issuer by the Swap
Counterparty, including interest that may accrue thereon, under the Interest Rate Swap Agreement due to a termination of the Interest Rate Swap Agreement due to an “event of default” or “termination event” under the Interest Rate
Swap Agreement.] 
 [“Swap Termination Payment Account” means an Eligible Account held in the United States in the name of
the Indenture Trustee which shall be held in trust for the benefit of the Noteholders and the Swap Counterparty pursuant to Section 4.10(b) of the Sale and Servicing Agreement.] 

“Targeted Overcollateralization Amount” means, [for any Payment Date, the greater of (a)[(i) for each Payment Date on or
prior to the Payment Date on which the Class [•] Notes are paid in full, [ ]% of the Pool Balance as of the last day of the related Collection Period and (ii) for each Payment Date after the Payment Date on which the Class [•] Notes
are paid in full, [ ]% of the Pool Balance as of the] last day of the related Collection Period and [(b)] [ ]% of the Pool Balance as of the Cut-Off Date]. 

“Tax Information” means information and/or properly completed and signed tax certifications sufficient to eliminate the
imposition of or to determine the amount of any withholding of tax, including FATCA Withholding, imposed on payments to the provider, and to allow the recipient to comply with any reporting or other obligations under any applicable tax law,
including but not limited to Internal Revenue Service Form W-9, W-8BEN, W-8BEN-E, W-8ECI or W-8IMY, as applicable, and any required supporting documentation. 

  

					
	    	  	A-32	  	Definitions (20[    ]-[  ])














 “Test Fail” has the meaning assigned to such term in the Asset
Representations Review Agreement. 
 “Third Allocation of Principal” means, with respect to any Payment Date, an amount
equal to (1) the excess, if any, of (a) the sum of the Class A Note Balance, the Class B Note Balance and the Class C Note Balance as of such Payment Date (before giving effect to any principal payments made on the
Class A Notes, the Class B Notes and the Class C Notes on such Payment Date) over (b) the Pool Balance as of the end of the related Collection Period minus (2) the sum of the First Allocation of Principal and
the Second Allocation of Principal for such Payment Date; provided, however, that the Third Allocation of Principal on and after the Final Scheduled Payment Date for the Class C Notes shall not be less than the amount that is
necessary to reduce the outstanding principal amount of the Class C Notes to zero (after the application of the First Allocation of Principal and the Second Allocation of Principal). 

“TIA” or “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended and as in force on the date
hereof, unless otherwise specifically provided. 
 “Transaction Documents” means the Indenture, the Notes, the Depository
Agreement, the Sale and Servicing Agreement, the Purchase Agreement, the Administration Agreement[, the Interest Rate Swap Agreement,] the Trust Agreement and the Asset Representations Review Agreement, as the same may be amended or modified from
time to time. 
 “Transferred Assets” means (a) the Purchased Assets, (b) all of the Seller’s rights under
the Purchase Agreement, including the rights to enforce the repurchase obligations of Santander Consumer for breaches of the representations and warranties of Santander Consumer set forth in Schedule II to the Purchase Agreement and
(c) all proceeds of the foregoing. 
 “Trust Account Property” means the Trust Accounts, all amounts and investments
held from time to time in any Trust Account (whether in the form of deposit accounts, Physical Property, book-entry securities, uncertificated securities or otherwise), and all proceeds of the foregoing. 

“Trust Accounts” means the Collection Account and the Reserve Account. 

“Trust Agreement” means the Amended and Restated Trust Agreement, dated as of the Closing Date, between the Seller and the
Owner Trustee, as the same may be amended and supplemented from time to time. 
 “Trust Estate” means all money, accounts,
chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, the Related Security
relating thereto and Collections thereon after the Cut-Off Date, (ii) all Receivable Files, (iii) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any
other account or accounts (other than the Certificate Distribution Account) established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all
proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein, other than as provided in Section 3.7 of the Sale and Servicing Agreement), (iv) the rights of the
Seller, as 

  

					
	    	  	A-33	  	Definitions (20[    ]-[  ])














 
buyer, under the Purchase Agreement, (v) the rights of the Issuer under the Sale and Servicing Agreement and the Administration Agreement [and the Interest Rate Swap Agreement] and
(vi) all proceeds of the foregoing. 
 “UCC” means, unless the context otherwise requires, the Uniform Commercial Code
as in effect in the relevant jurisdiction, as amended from time to time. 
 “Underwriter” or
“Underwriters” means, collectively, [                ],
[                ] and [                ]. 

“Underwriting Agreement” means the Underwriting Agreement, dated as of
[                ], 20[    ], among [                ], on its own
behalf and as representative of the several underwriters named therein, Santander Consumer and the Depositor. 
 “United
States” or “USA” means the United States of America (including all states, the District of Columbia, territories and political subdivisions thereof). 

“Unrelated Amounts” means (a) amounts deposited by the Servicer into the Collection Account but later determined by the
Servicer to be mistaken or returned deposits or postings and (b) amounts deposited by the Servicer into the Collection Account as Collections but which were later determined by the Servicer to not constitute Collections with respect to the
Receivables. 
 “U.S. Tax Person” means a Person that is a “United States person” as defined in
Section 7701(a)(30) of the Code, generally including: 
 (a) a citizen or resident of the United States; 

(b) a corporation or partnership organized in or under the laws of the United States, any State or the District of Columbia;

 (c) an estate, the income of which is includible in gross income for United States tax purposes, regardless of its source;
or 
 (d) a trust if a U.S. court is able to exercise primary supervision over the administration of the trust and one or
more U.S. Tax Persons have the authority to control all substantial decisions of the trust or a trust that has elected to be treated as a U.S. Tax Person. 

“Verification Documents” means, with respect to any Note Owner, a certification from such Note Owner certifying that such
Person is in fact, a Note Owner, as well as one additional piece of documentation reasonably satisfactory to the recipient, such as a trade confirmation, account statement, letter from a broker or dealer or other similar document. 

The foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms. Unless otherwise
inconsistent with the terms of this Agreement, all accounting terms used herein shall be interpreted, and all accounting determinations hereunder shall be made, in accordance with GAAP. Amounts to be calculated hereunder shall be continuously
recalculated at the time any information relevant to such calculation changes. 

  

					
	    	  	A-34	  	Definitions (20[    ]-[  ])